EX-10.2



 Exhibit 10.2 

Execution Version 
  

 
  

BACKSTOP COMMITMENT AGREEMENT 

AMONG 
 PENN VIRGINIA CORPORATION

 AND 
 THE COMMITMENT PARTIES
PARTY HERETO 
 Dated as of May 10, 2016 
  

 
  







 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
	ARTICLE I DEFINITIONS	  	 	2	  
			
	 Section 1.1
	 	Definitions	  	 	2	  
			
	 Section 1.2
	 	Construction	  	 	16	  
		
	ARTICLE II BACKSTOP COMMITMENT	  	 	17	  
			
	 Section 2.1
	 	The Rights Offering; Subscription Rights	  	 	17	  
			
	 Section 2.2
	 	The Backstop Commitment	  	 	17	  
			
	 Section 2.3
	 	Commitment Party Default	  	 	17	  
			
	 Section 2.4
	 	Escrow Account Funding	  	 	18	  
			
	 Section 2.5
	 	Closing	  	 	19	  
			
	 Section 2.6
	 	Designation and Assignment Rights	  	 	19	  
		
	ARTICLE III BACKSTOP COMMITMENT PREMIUM AND EXPENSE REIMBURSEMENT	  	 	21	  
			
	 Section 3.1
	 	Premium Payable by the Company	  	 	21	  
			
	 Section 3.2
	 	Payment of Premium	  	 	21	  
			
	 Section 3.3
	 	Expense Reimbursement	  	 	22	  
		
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY	  	 	22	  
			
	 Section 4.1
	 	Organization and Qualification	  	 	23	  
			
	 Section 4.2
	 	Corporate Power and Authority	  	 	23	  
			
	 Section 4.3
	 	Execution and Delivery; Enforceability	  	 	24	  
			
	 Section 4.4
	 	Authorized and Issued Capital Stock	  	 	24	  
			
	 Section 4.5
	 	Issuance	  	 	25	  
			
	 Section 4.6
	 	No Conflict	  	 	25	  
			
	 Section 4.7
	 	Consents and Approvals	  	 	25	  
			
	 Section 4.8
	 	Arm’s-Length	  	 	26	  


  
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 TABLE OF CONTENTS (cont’d) 

 


							
	 	 	 	  	Page	 
	 Section 4.9
	 	Financial Statements	  	 	26	  
			
	 Section 4.10
	 	Company SEC Documents and Disclosure Statement	  	 	26	  
			
	 Section 4.11
	 	Absence of Certain Changes	  	 	27	  
			
	 Section 4.12
	 	No Violation; Compliance with Laws	  	 	27	  
			
	 Section 4.13
	 	Legal Proceedings	  	 	27	  
			
	 Section 4.14
	 	Labor Relations	  	 	27	  
			
	 Section 4.15
	 	Intellectual Property	  	 	27	  
			
	 Section 4.16
	 	Title to Real and Personal Property	  	 	28	  
			
	 Section 4.17
	 	No Undisclosed Relationships	  	 	28	  
			
	 Section 4.18
	 	Licenses and Permits	  	 	29	  
			
	 Section 4.19
	 	Environmental	  	 	29	  
			
	 Section 4.20
	 	Tax Returns	  	 	30	  
			
	 Section 4.21
	 	Employee Benefit Plans	  	 	30	  
			
	 Section 4.22
	 	Internal Control Over Financial Reporting	  	 	31	  
			
	 Section 4.23
	 	Disclosure Controls and Procedures	  	 	31	  
			
	 Section 4.24
	 	Material Contracts	  	 	32	  
			
	 Section 4.25
	 	No Unlawful Payments	  	 	32	  
			
	 Section 4.26
	 	Compliance with Money Laundering Laws	  	 	32	  
			
	 Section 4.27
	 	Compliance with Sanctions Laws	  	 	32	  
			
	 Section 4.28
	 	No Broker’s Fees	  	 	33	  
			
	 Section 4.29
	 	Takeover Statutes	  	 	33	  
			
	 Section 4.30
	 	Investment Company Act	  	 	33	  
			
	 Section 4.31
	 	Insurance	  	 	33	  
			
	 Section 4.32
	 	Alternative Transactions	  	 	33	  


  
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 TABLE OF CONTENTS (cont’d) 

 


							
	 	 	 	  	Page	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMMITMENT PARTIES	  	 	33	  
			
	 Section 5.1
	 	Incorporation	  	 	33	  
			
	 Section 5.2
	 	Corporate Power and Authority	  	 	33	  
			
	 Section 5.3
	 	Execution and Delivery	  	 	34	  
			
	 Section 5.4
	 	No Conflict	  	 	34	  
			
	 Section 5.5
	 	Consents and Approvals	  	 	34	  
			
	 Section 5.6
	 	No Registration	  	 	35	  
			
	 Section 5.7
	 	Purchasing Intent	  	 	35	  
			
	 Section 5.8
	 	Sophistication; Investigation	  	 	35	  
			
	 Section 5.9
	 	No Broker’s Fees	  	 	35	  
			
	 Section 5.10
	 	Note Claims	  	 	35	  
			
	 Section 5.11
	 	Arm’s-Length	  	 	36	  
		
	ARTICLE VI ADDITIONAL COVENANTS	  	 	36	  
			
	 Section 6.1
	 	Orders Generally	  	 	36	  
			
	 Section 6.2
	 	Confirmation Order; Plan and Disclosure Statement	  	 	37	  
			
	 Section 6.3
	 	Conduct of Business	  	 	37	  
			
	 Section 6.4
	 	Access to Information; Confidentiality	  	 	38	  
			
	 Section 6.5
	 	Financial Information	  	 	39	  
			
	 Section 6.6
	 	Commercially Reasonable Efforts	  	 	39	  
			
	 Section 6.7
	 	Registration Rights Agreement; Reorganized Company Corporate Documents; Rights Offering Procedures	  	 	40	  
			
	 Section 6.8
	 	Blue Sky	  	 	41	  
			
	 Section 6.9
	 	DTC Eligibility	  	 	41	  
			
	 Section 6.10
	 	Use of Proceeds	  	 	41	  


  
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 TABLE OF CONTENTS (cont’d) 

 


							
	 	 	 	  	Page	 
	 Section 6.11
	 	Share Legend	  	 	41	  
			
	 Section 6.12
	 	Antitrust Approval	  	 	42	  
			
	 Section 6.13
	 	Alternative Transactions	  	 	43	  
			
	 Section 6.14
	 	Hedging Arrangements	  	 	43	  
		
	ARTICLE VII CONDITIONS TO THE OBLIGATIONS OF THE PARTIES	  	 	44	  
			
	 Section 7.1
	 	Conditions to the Obligations of the Commitment Parties	  	 	44	  
			
	 Section 7.2
	 	Waiver of Conditions to Obligations of Commitment Parties	  	 	46	  
			
	 Section 7.3
	 	Conditions to the Obligations of the Debtors	  	 	46	  
		
	ARTICLE VIII INDEMNIFICATION AND CONTRIBUTION	  	 	47	  
			
	 Section 8.1
	 	Indemnification Obligations	  	 	47	  
			
	 Section 8.2
	 	Indemnification Procedure	  	 	48	  
			
	 Section 8.3
	 	Settlement of Indemnified Claims	  	 	49	  
			
	 Section 8.4
	 	Contribution	  	 	49	  
			
	 Section 8.5
	 	Treatment of Indemnification Payments	  	 	50	  
			
	 Section 8.6
	 	No Survival	  	 	50	  
		
	ARTICLE IX TERMINATION	  	 	50	  
			
	 Section 9.1
	 	Consensual Termination	  	 	50	  
			
	 Section 9.2
	 	Automatic Termination	  	 	50	  
			
	 Section 9.3
	 	Termination by the Company	  	 	52	  
			
	 Section 9.4
	 	Effect of Termination	  	 	53	  
		
	ARTICLE X GENERAL PROVISIONS	  	 	54	  
			
	 Section 10.1
	 	Notices	  	 	54	  
			
	 Section 10.2
	 	Assignment; Third Party Beneficiaries	  	 	55	  
			
	 Section 10.3
	 	Prior Negotiations; Entire Agreement	  	 	56	  


  
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 TABLE OF CONTENTS (cont’d) 

 


							
	 	 	 	  	Page	 
	 Section 10.4
	 	Governing Law; Venue	  	 	56	  
			
	 Section 10.5
	 	Waiver of Jury Trial	  	 	57	  
			
	 Section 10.6
	 	Counterparts	  	 	57	  
			
	 Section 10.7
	 	Waivers and Amendments; Rights Cumulative; Consent	  	 	57	  
			
	 Section 10.8
	 	Headings	  	 	57	  
			
	 Section 10.9
	 	Specific Performance	  	 	58	  
			
	 Section 10.10
	 	Damages	  	 	58	  
			
	 Section 10.11
	 	No Reliance	  	 	58	  
			
	 Section 10.12
	 	Publicity	  	 	58	  
			
	 Section 10.13
	 	Settlement Discussions	  	 	58	  
			
	 Section 10.14
	 	No Recourse	  	 	59	  

 SCHEDULES 
  

			
	Schedule 1	  	Backstop Commitment Percentages
		
	Schedule 2	  	Note Claims
		
	Schedule 3	  	Consents

 EXHIBITS 
  

			
	Exhibit A	  	Form of Rights Offering Procedures


  
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 BACKSTOP COMMITMENT AGREEMENT 

THIS BACKSTOP COMMITMENT AGREEMENT (this “Agreement”), dated as of May 10, 2016, is made by and among Penn
Virginia Corporation, a Virginia corporation and the ultimate parent of each of the other Debtors (as the debtor in possession and a reorganized debtor, as applicable, the “Company”), on behalf of itself and the other
Debtors, on the one hand, and the parties set forth on Schedule 1 hereto (each referred to herein, individually, as a “Commitment Party” and, collectively, as the “Commitment Parties”), on
the other hand. The Company and each Commitment Party is referred to herein, individually, as a “Party” and, collectively, as the “Parties”. Capitalized terms that are used but not otherwise defined in
this Agreement shall have the meanings given to them in Section 1.1 hereof or, if not defined therein, shall have the meaning given to them in the Plan. 

RECITALS 
 WHEREAS,
the Debtors and the Commitment Parties have entered into a Restructuring Support Agreement, dated as of May 10, 2016 (such agreement, including all the exhibits thereto, as may be amended, supplemented or otherwise modified from time to time,
the “Restructuring Support Agreement”), which (a) provides for the restructuring of the Debtors’ capital structure and financial obligations pursuant to a “prearranged” plan of reorganization to be filed
in jointly administered cases (the “Chapter 11 Cases”) under Title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as it may be amended from time to time, the “Bankruptcy
Code”), in the United States Bankruptcy Court for Eastern District of Virginia, Richmond Division (the “Bankruptcy Court”), implementing the terms and conditions of the Restructuring Transactions, including the
terms and conditions set forth in the Restructuring Term Sheet attached as Exhibit A to the Restructuring Support Agreement (the “Restructuring Term Sheet”) and (b) requires that the Plan be consistent with the
Restructuring Support Agreement. 
 WHEREAS, the Debtors plan to file with the Bankruptcy Court, in accordance with the terms
of the Restructuring Support Agreement, motions seeking entry of (u) the Approval Order; (v) the Plan Solicitation Order; (w) an interim Order authorizing use of cash collateral and debtor in-possession financing, on terms consistent
with the DIP Credit Agreement (the “Interim DIP Order”); (x) a final Order authorizing use of cash collateral and debtor-in-possession financing on terms consistent with the DIP Credit Agreement (the “Final
DIP Order,” and together with the Interim DIP Order, collectively, the “DIP Orders”); and (y) the Confirmation Order.  

WHEREAS, pursuant to the Plan and this Agreement, and in accordance with the Rights Offering Procedures, the Company will conduct a rights
offering for the Rights Offering Shares in the Rights Offering Amount at an aggregate purchase price of $50,000,000 and at the Per Share Purchase Price. 

WHEREAS, subject to the terms and conditions contained in this Agreement, each Commitment Party has agreed to purchase (on a several and not
joint basis) its Backstop Commitment Percentage of the Unsubscribed Shares, if any. 

  
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 NOW, THEREFORE, in consideration of the mutual promises, agreements, representations, warranties
and covenants contained herein, each of the Parties hereby agrees as follows: 
 ARTICLE I 

DEFINITIONS 

Section 1.1 Definitions. Except as otherwise expressly provided in this Agreement, whenever used in this Agreement (including any
Exhibits and Schedules hereto), the following terms shall have the respective meanings specified therefor below or in the Plan, as applicable: 

“Acceptable Hedging Program” has the meaning set forth in Section 6.14. 

“Ad Hoc Committee” means that certain ad hoc committee of Noteholders (including any Ultimate Purchaser(s) to
which any member thereof or any of its Affiliates has transferred all or a portion of its Backstop Commitment pursuant to Section 2.6(b)) represented by Milbank, Tweed, Hadley & McCloy LLP. 

“Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code. “Affiliated”
has a correlative meaning. 
 “Affiliated Fund” means any investment fund the primary investment advisor to
which is such Commitment Party or an Affiliate thereof. 
 “Aggregate New Common Shares” means the
total number of shares of New Common Stock of the Reorganized Company outstanding as of the Closing Date (without giving effect to the New Common Stock issued or issuable under the Rights Offering or in respect of the Commitment Premium or in
respect of the new management incentive plan adopted in accordance with the Restructuring Term Sheet). 

“Agreement” has the meaning set forth in the Preamble. 

“Alternative Transaction” means any dissolution, winding up, liquidation, reorganization, assignment for the
benefit of creditors, merger, transaction, consolidation, business combination, joint venture, partnership, sale of assets, financing (debt or equity), or restructuring of any of the Debtors, other than the Restructuring Transactions. 

“Antitrust Authorities” means the United States Federal Trade Commission, the Antitrust Division of the United
States Department of Justice, the attorneys general of the several states of the United States and any other Governmental Entity having jurisdiction pursuant to the Antitrust Laws, and “Antitrust Authority” means any of
them. 
 “Antitrust Laws” means the Sherman Act, the Clayton Act, the HSR Act, the Federal Trade
Commission Act, and any other Law governing agreements in restraint of trade, monopolization, pre-merger notification, the lessening of competition through merger or acquisition or anti-competitive conduct, and any foreign investment Laws.


  
 2 








 “Applicable Consent” has the meaning set forth in Section
4.7. 
 “Approval Order” means an Order of the Bankruptcy Court, approving the Debtors’
assumption of and entry into the Restructuring Support Agreement, including all exhibits and other attachments thereto, including without limitation this Agreement and the Exit Commitment Letters, pursuant to section 365 of the Bankruptcy Code.

 “Available Shares” means the Unsubscribed Shares that any Commitment Party fails to purchase as a
result of a Commitment Party Default by such Commitment Party. 
 “Backstop Commitment” has the
meaning set forth in Section 2.2. 
 “Backstop Commitment Percentage” means, with respect to
any Commitment Party, such Commitment Party’s percentage of the Backstop Commitment as set forth opposite such Commitment Party’s name under the column titled “Backstop Commitment Percentage” on Schedule 1 (as
it may be amended, supplemented or otherwise modified from time to time in accordance with this Agreement). Any reference to “Backstop Commitment Percentage” in this Agreement means the Backstop Commitment Percentage in effect at the time
of the relevant determination. 
 “Bankruptcy Code” has the meaning set forth in the Recitals.

 “Bankruptcy Court” has the meaning set forth in the Recitals. 

“Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme
Court under section 2075 of title 28 of the United States Code, 28 U.S.C. § 2075, as applicable to the Chapter 11 Cases and the general, local, and chambers rules of the Bankruptcy Court.  

“BCA Approval Obligations” means the obligations of the Company and the other Debtors under this Agreement and
the Approval Order. 
 “Business Day” means any day, other than a Saturday, Sunday or legal holiday,
as defined in Bankruptcy Rule 9006(a). 
 “Bylaws” means the amended and restated bylaws of the
Company as of the Closing Date, which shall be consistent with the terms set forth in the Restructuring Support Agreement and in form and substance reasonably satisfactory to the Requisite Commitment Parties and the Company. 

“Certificate of Incorporation” means the amended and restated certificate of incorporation of the Company as of
the Closing Date, which shall be consistent with the terms set forth in the Restructuring Support Agreement and the Plan, and otherwise be in form and substance reasonably satisfactory to the Requisite Commitment Parties and the Company. 

“Chapter 11 Cases” has the meaning set forth in the Recitals. 

“Claim” has the meaning set forth in section 101(5) of the Bankruptcy Code. 

  
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 “Closing” has the meaning set forth in Section 2.5(a). 

“Closing Date” has the meaning set forth in Section 2.5(a). 

“Code” means the Internal Revenue Code of 1986. 

“Commitment Party” has the meaning set forth in the Preamble. 

“Commitment Party Default” means the failure by any Commitment Party to (a) deliver and pay the aggregate
Per Share Purchase Price for such Commitment Party’s Backstop Commitment Percentage of any Unsubscribed Shares by the Escrow Account Funding Date in accordance with Section 2.4(b) or (b) fully exercise all Subscription Rights
that are issued to it pursuant to the Rights Offering and duly purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan. 

“Commitment Party Replacement” has the meaning set forth in Section 2.3(a). 

“Commitment Party Replacement Period” has the meaning set forth in Section 2.3(a). 

“Commitment Premium” has the meaning set forth in Section 3.1. 

“Commitment Premium Settlement Percentage” means the percentage determined by multiplying (a) 100% by
(b) the quotient determined by dividing (i) the Commitment Premium by (ii) the Discounted Equity Plan Value. 

“Company” has the meaning set forth in the Preamble. 

“Company Disclosure Schedules” means the disclosure schedules delivered by the Company to the Commitment
Parties on the date of this Agreement. 
 “Company Plan” means any employee pension benefit plan, as
such term is defined in Section 3(2) of ERISA, (other than a Multiemployer Plan), subject to the provisions of Title IV of ERISA or Section 412 or 430 of the Code or Section 302 of ERISA, and (i) sponsored or maintained (at the
time of determination or at any time within the six years prior thereto) by the Company or any of its Subsidiaries or any ERISA Affiliate, or with respect to which any such entity has any liability or obligation or (ii) in respect of which the
Company or any of its Subsidiaries or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA. 

“Company SEC Documents” means all of the reports, schedules, forms, statements and other documents (including
exhibits and other information incorporated therein) filed with the SEC by the Company. 
 “Confirmation
Date” means the date on which the Bankruptcy Court enters the Confirmation Order on the docket of the Chapter 11 Cases within the meaning of Bankruptcy Rules 5003 and 9021. 

  
 4 








 “Confirmation Order” means a Final Order of the Bankruptcy Court
confirming the Plan pursuant to section 1129 of the Bankruptcy Code. 
 “Consenting Noteholders” means
each Noteholder that is party to the Restructuring Support Agreement, solely in its capacity as such. 

“Consenting RBL Lenders” means each RBL Lender that is party to the Restructuring Support Agreement, solely in
its capacity as such. 
 “Contract” means any agreement, contract or instrument, including any loan,
note, bond, mortgage, indenture, guarantee, deed of trust, license, franchise, commitment, lease, franchise agreement, letter of intent, memorandum of understanding or other obligation, and any amendments thereto, whether written or oral, but
excluding the Plan. 
 “Debtors” means, collectively, each of the following, as the debtors in
possession and reorganized debtors, as applicable: Penn Virginia Corporation; Penn Virginia Holding Corporation; Penn Virginia MC Corporation; Penn Virginia MC Energy L.L.C.; Penn Virginia MC Gathering Company L.L.C.; Penn Virginia MC Operating
Company L.L.C.; Penn Virginia Oil & Gas Corporation; Penn Virginia Oil & Gas GP LLC; Penn Virginia Oil & Gas LP LLC; Penn Virginia Oil & Gas, L.P.; and Penn Virginia Resource Holdings Corp. 

“Defaulting Commitment Party” means in respect of a Commitment Party Default that is continuing, the applicable
defaulting Commitment Party. 
 “Definitive Documentation” means the definitive documents and
agreements governing the Restructuring Transactions as set forth in the Restructuring Support Agreement. 
 “DIP
Agent” means Wells Fargo Bank, N.A., or any successor thereto, as administrative agent under the DIP Facility, solely in its capacity as such. 

“DIP Credit Agreement” means that certain senior secured debtor-in-possession credit agreement, dated as of
May 11, 2016, as amended, restated, modified, supplemented, or replaced from time to time in accordance with its terms, by and among the Debtors, the DIP Lenders, and the DIP Agent. 

“DIP Facility” means that certain $25 million debtor-in-possession financing facility provided by the DIP
Lenders pursuant to the DIP Credit Agreement and the DIP Orders. 
 “DIP Lenders” means certain RBL
Lenders that have agreed to provide the DIP Facility, solely in their capacity as such. 
 “DIP
Orders” has the meaning set forth in the Recitals. 
 “Disclosure Statement” means the
Disclosure Statement for the Joint Chapter 11 Plan of Reorganization of Penn Virginia Corporation and its Debtor Affiliates, dated as of May 12, 2016, as may be amended, supplemented, or modified from time to time,
including all exhibits and schedules thereto and references therein that relate to the Plan, that is prepared and distributed in accordance with the Bankruptcy Code, the Bankruptcy Rules, and any other applicable law. 

  
 5 








 “Discounted Equity Plan Value” means $95,100,000. 

“Effective Date” means the date that is the first Business Day after the Confirmation Date on which all
conditions precedent to the occurrence of the Effective Date set forth in Section 9.1 of the Plan have been satisfied or waived in accordance with Section 9.2 of the Plan. 

“Environmental Laws” means all applicable laws (including common law), rules, regulations, codes, ordinances,
orders in council, Orders, decrees, treaties, directives, judgments or legally binding agreements promulgated or entered into by or with any Governmental Entity, relating in any way to the environment, preservation or reclamation of natural
resources, the generation, management, Release or threatened Release of, or exposure to, any Hazardous Material or to health and safety matters (to the extent relating to the environment or Hazardous Materials). 

“ERISA” means the Employee Retirement Income Security Act of 1974. 

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Company or
any of its Subsidiaries, is, or at any relevant time during the past six years was, treated as a single employer under any provision of Section 414 of the Code. 

“ERISA Event” means (a) any Reportable Event or the requirements of Section 4043(b) of ERISA apply
with respect to a Company Plan; (b) any failure by any Company Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Company Plan, whether or not
waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Company Plan, the failure to make by its due date a required
installment under Section 430(j) of the Code with respect to any Company Plan or the failure to make any required contribution to a Multiemployer Plan; (d) the incurrence by the Company or any of its Subsidiaries or any ERISA Affiliate of
any liability under Title IV of ERISA with respect to the termination of any Company Plan, including the imposition of any Lien in favor of the PBGC or any Company Plan or Multiemployer Plan; (e) a determination that any Company Plan is, or is
expected to be, in “at-risk” status (within the meaning of Section 303 of ERISA or Section 430 of the Code); (f) the receipt by the Company or any of its Subsidiaries or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Company Plan or to appoint a trustee to administer any Company Plan under Section 4042 of ERISA; (g) the incurrence by the Company or any of its Subsidiaries or any
ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Company Plan or Multiemployer Plan; (h) the receipt by the Company or any of its Subsidiaries or any ERISA Affiliate of any notice, or the receipt by
any Multiemployer Plan from the Company or any of its Subsidiaries or any ERISA Affiliate of any notice, concerning the impending imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be,
“insolvent” (within the meaning of Section 4245 of ERISA), or in “endangered” or “critical status” (within the meaning of Section 305 of ERISA or Section 432 of 


  
 6 








 
the Code); (i) the conditions for imposition of a Lien under Section 303(k) of ERISA or Section 430(k) of the Code shall have been met with respect to any Company Plan;
(j) the adoption of an amendment to a Company Plan requiring the provision of security to such Company Plan pursuant to Section 307 of ERISA; or (k) receipt from the IRS of notice of the failure of any Company Plan (or any other
employee benefit plan intended to be qualified under Section 401(a) of the Code) to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Company Plan to qualify for exemption from taxation under
Section 501(a) of the Code. 
 “Escrow Account” has the meaning set forth in Section 2.4(a). 

“Escrow Account Funding Date” has the meaning set forth in Section 2.4(b).  

“Event” means any event, development, occurrence, circumstance, effect, condition, result, state of facts or
change. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Exit Commitment Letters” means the commitment letter and related fee letter with respect thereto attached to
the Restructuring Support Agreement as Exhibit E setting forth the Exit Facility Lenders’ commitment to provide the Exit Facility. 

“Exit Facility” means the new reserve-based lending facility credit agreement on the terms set forth in the
Exit Facility Term Sheet and the Exit Commitment Letters attached to the Restructuring Support Agreement as Exhibit D and Exhibit E, respectively. 

“Exit Facility Lender” means any lender under the Exit Facility, solely in its capacity as such. 

“Exit Facility Term Sheet” means the term sheet attached to the Restructuring Support Agreement as Exhibit D
setting forth the terms and conditions of the Exit Facility. 
 “Expense Reimbursement” has the
meaning set forth in Section 3.3(a). 
 “Filing Party” has the meaning set forth in
Section 6.12(b). 
 “Final DIP Order” has the meaning set forth in the Recitals. 

“Final Order” means, as applicable, an Order of the Bankruptcy Court or other court of competent jurisdiction
with respect to the relevant subject matter that has not been reversed, stayed, modified, or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which
any appeal that has been taken or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the Order could be appealed or from which certiorari could be sought or the new trial, reargument, or
rehearing shall have been denied, resulted in no modification of such Order, or has otherwise been dismissed with prejudice. 

“Financial Reports” has the meaning set forth in Section 6.5(a). 

  
 7 








 “Financial Statements” has the meaning set forth in Section
4.9. 
 “Funding Notice” has the meaning set forth in the Subscription Agreement. 

“GAAP” has the meaning set forth in Section 4.9. 

“Governmental Entity” has the meaning set forth in section 101(27) of the Bankruptcy Code. 

“Hazardous Materials” means all pollutants, contaminants, wastes, chemicals, materials, substances and
constituents, including explosive or radioactive substances or petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls or radon gas, of any nature subject to regulation or which can give rise to
liability under any Environmental Law. 
 “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976. 
 “Indemnified Claim” has the meaning set forth in Section 8.2. 

“Indemnified Person” has the meaning set forth in Section 8.1. 

“Indemnifying Party” has the meaning set forth in Section 8.1. 

“Indenture” means that certain Senior Indenture, dated as of June 15, 2009, as amended, restated,
modified, supplemented, or replaced from time to time prior to the Petition Date, governing the Company’s 7.250% Senior Notes due 2019 and the 8.500% Senior Notes due 2020, among the Company, each of the guarantors party thereto, and the
Indenture Trustee. 
 “Indenture Trustee” means Wilmington Savings Fund Society, FSB, or any successor
thereto, as trustee under the Indenture. 
 “Intellectual Property Rights” has the meaning set
forth in Section 4.15. 
 “Interim DIP Order” has the meaning set forth in the Recitals.

 “IRS” means the United States Internal Revenue Service. 

“Joint Filing Party” has the meaning set forth in Section 6.12(c). 

“Knowledge of the Company” means the actual knowledge, after reasonable inquiry of their direct reports, of the
chief executive officer, chief financial officer, chief operating officer and general counsel of the Company. As used herein, “actual knowledge” means information that is personally known by the listed individual(s). 

“Law” means any law (statutory or common), statute, regulation, rule, code or ordinance enacted, adopted,
issued or promulgated by any Governmental Entity. 
 “Legal Proceedings” has the meaning set forth in
Section 4.13. 

  
 8 








 “Legend” has the meaning set forth in Section 6.11. 

“Lien” means any lien, adverse claim, charge, option, right of first refusal, servitude, security interest,
mortgage, pledge, deed of trust, easement, encumbrance, restriction on transfer, conditional sale or other title retention agreement, defect in title, lien or judicial lien as defined in sections 101(36) and (37) of the Bankruptcy Code or other
restrictions of a similar kind. 
 “Losses” has the meaning set forth in Section 8.1. 

“Material Adverse Effect” means any Event, which individually, or together with all other Events, has had or
would reasonably be expected to have a material and adverse effect on (a) the business, assets, liabilities, finances, properties, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a
whole, or (b) the ability of the Company and its Subsidiaries, taken as a whole, to perform their obligations under, or to consummate the transactions contemplated by, the Transaction Agreements, including the Rights Offering, in each case,
except to the extent such Event results from, arises out of, or is attributable to, the following (either alone or in combination): (i) any change after the date hereof in global, national or regional political conditions (including
hostilities, acts of war, sabotage, terrorism or military actions, or any escalation or material worsening of any such hostilities, acts of war, sabotage, terrorism or military actions existing or underway) or in the general business, market,
financial or economic conditions affecting the industries, regions and markets in which the Company and its Subsidiaries operate, including any change in the United States or foreign economies or securities, commodities or financial markets, or
force majeure events or “acts of God”; (ii) any changes after the date hereof in applicable Law or GAAP, or in the interpretation or enforcement thereof; (iii) the execution, announcement or performance of this Agreement or the
other Transaction Agreements or the transactions contemplated hereby or thereby (including any act or omission of the Company or its Subsidiaries expressly required or prohibited, as applicable, by this Agreement or consented to or required by the
Requisite Commitment Parties in writing); (iv) changes in the market price or trading volume of the claims or equity or debt securities of the Company or any of its Subsidiaries (but not the underlying facts giving rise to such changes unless
such facts are otherwise excluded pursuant to the clauses contained in this definition); (v) the departure of officers or directors of the Company or any of its Subsidiaries (but not the underlying facts giving rise to such departure unless
such facts are otherwise excluded pursuant to the clauses contained in this definition); (vi) the filing or pendency of the Chapter 11 Cases or actions taken in connection with the Chapter 11 Cases that are directed by the Bankruptcy Court
and made in compliance with the Bankruptcy Code; (vii) declarations of national emergencies or natural disasters; (viii) the effect of any action taken by Commitment Parties or their Affiliates with respect to the DIP Facility or with
respect to the Debtors (including through such Persons’ participation in the Chapter 11 Cases); (ix) any matters expressly disclosed in the Disclosure Statement or the Company Disclosure Schedules as delivered on the date hereof; or
(x) the occurrence of a Commitment Party Default; provided, that the exceptions set forth in clauses (i) and (ii) shall not apply to the extent that such Event is disproportionately adverse to the Company and its Subsidiaries,
taken as a whole, as compared to other companies in the industries in which the Company and its Subsidiaries operate. 

  
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 “Material Contracts” means (a) all “plans of
acquisition, reorganization, arrangement, liquidation or succession” and “material contracts” (as such terms are defined in Items 601(b)(2) and 601(b)(10) of Regulation S-K under the Exchange Act) to which the Company or any
of its Subsidiaries is a party, (b) any Contracts to which the Company or any of its Subsidiaries is a party that is likely to reasonably involve consideration of more than $5,000,000, in the aggregate, over a twelve-month period, and
(c) the Contracts described in Section 1.1 of the Company Disclosure Schedules. 
 “Minimum
Commitment Parties” means members of the Ad Hoc Committee holding at least thirty-five percent (35%) of the Backstop Commitment that is held by the Commitment Parties that are members of the Ad Hoc Committee as of the date on which
the consent or approval of such members is solicited; provided, that for the purposes of this definition, each Commitment Party shall be deemed to hold the Backstop Commitment held by such Commitment Party’s Related Purchasers.

 “Money Laundering Laws” has the meaning set forth in Section 4.26. 

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the
Company or any of its Subsidiaries or any ERISA Affiliate is making or accruing an obligation to make contributions, has within any of the preceding six plan years made or accrued an obligation to make contributions, or each such plan with respect
to which any such entity has any liability or obligation.  
 “New Common Stock” means the common
stock of the Reorganized Company. 
 “Note Claims” means all claims against the Debtors arising on
account of the Indenture and the Notes. 
 “Noteholders” means all holders of the Notes. 

“Notes” means the 7.250% Senior Notes due 2019 and the 8.500% Senior Notes due 2020, in each case issued
pursuant to the Indenture. 
 “Order” means any judgment, order, award, injunction, writ, permit,
license or decree of any Governmental Entity or arbitrator of applicable jurisdiction. 
 “Outside Date” has
the meaning set forth in Section 9.2(a). 
 “Party” has the meaning set forth in the Preamble.

 “PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of
ERISA, or any successor thereto. 
 “Permitted Liens” means (a) Liens for Taxes that (i) are
not yet delinquent or (ii) are being contested in good faith by appropriate proceedings and for which adequate reserves have been made with respect thereto; (b) carriers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s and other similar Liens for labor, materials or supplies provided with respect to any Real Property or personal property incurred in the ordinary course of business consistent with 


  
 10 








 
past practice and as otherwise not prohibited under this Agreement, for amounts that do not materially detract from the value of, or materially impair the use of, any of the Real Property or
personal property of the Company or any of its Subsidiaries, or, if for amounts that do materially detract from the value of, or materially impair the use of, any of the Real Property or personal property of the Company or any of its Subsidiaries,
if such Lien is being contested in good faith by appropriate proceedings and for which adequate reserves have been made with respect thereto; (c) zoning, building codes and other land use Laws regulating the use or occupancy of any Real
Property or the activities conducted thereon that are imposed by any Governmental Entity having jurisdiction over such Real Property; provided, that no such zoning, building codes and other land use Laws prohibit the use or occupancy of such
Real Property; (d) easements, covenants, conditions, restrictions on transfer and other similar matters affecting title to any Real Property (including any title retention agreement) and other title defects and encumbrances that do not or would
not materially impair the ownership, use or occupancy of such Real Property or the operation of the Company’s or any of its Subsidiaries’ business; (e) Liens granted under any Contracts (including joint operating agreements, oil and
gas leases, farmout agreements, joint development agreements, transportation agreements, marketing agreements, seismic licenses and other similar operational oil and gas agreements), in each case, to the extent the same are ordinary and customary in
the oil and gas business and do not or would not materially impair the ownership, use or occupancy of any Real Property or the operation of the Company’s or any of its Subsidiaries’ business; (f) Liens granted under the DIP Credit
Agreement and the DIP Orders; (g) from and after the occurrence of the Effective Date, Liens granted in connection with the Exit Facility; and (h) Liens that, pursuant to the Plan and the Confirmation Order, will be discharged and released
on the Effective Date. 
 “Per Share Purchase Price” means (a) the difference between the Discounted
Equity Plan Value and the Rights Offering Amount divided by (b) the Aggregate New Common Shares.  

“Person” means an individual, firm, corporation (including any non-profit corporation), partnership, limited
liability company, joint venture, associate, trust, Governmental Entity or other entity or organization. 
 “Petition
Date” means the date on which each of the Debtors filed their petitions for relief commencing the Chapter 11 Cases. 

“Plan” means the Debtors’ joint plan of reorganization to be approved by the Confirmation Order, including
the Plan Supplement and all exhibits, supplements, appendices and schedules thereto, in form and substance reasonably satisfactory to each of the Requisite Commitment Parties and the Company, as may be amended, supplemented, or modified from time to
time in accordance with its terms and with the Restructuring Support Agreement and in a manner that is reasonably acceptable to the Requisite Commitment Parties and the Company.  

“Plan Solicitation Motion” means the Debtors’ motion, in form and substance reasonably satisfactory to the
Requisite Commitment Parties and the Company, for an order, among other things, (a) approving the Disclosure Statement; (b) establishing a voting record date for the Plan; (c) approving solicitation packages and procedures for the
distribution thereof; (d) approving the forms of ballots; (e) establishing procedures for voting on the Plan; 

  
 11 








 
(f) establishing notice and objection procedures for the confirmation of the Plan; (g) approving the Rights Offering Procedures; and (h) establishing procedures for the assumption
and/or assignment of executory Contracts and unexpired leases under the Plan. 
 “Plan Solicitation Order”
means an Order entered by the Bankruptcy Court approving the relief requested in the Plan Solicitation Motion, which Order shall be in form and substance reasonably satisfactory to the Requisite Commitment Parties and the Company. 

“Plan Supplement” means the compilation of documents and forms of documents, schedules, and exhibits to the
Plan (as amended, supplemented, or modified from time to time in accordance with the Plan, the Bankruptcy Code, the Bankruptcy Rules, and the Restructuring Support Agreement), including without limitation disclosure required under section 1129(a)(5)
of the Bankruptcy Code, to be filed by the Debtors no later than 14 days before the Confirmation Hearing, and additional documents or amendments to previously filed documents, filed before the Effective Date as amendments to the Plan Supplement,
including the following, as applicable: (a) the Exit Facility Documents; (b) the New Organizational Documents; (c) a list of retained Causes of Action; (d) the New Shareholders’ Agreement; (e) the Description of
Transaction Steps; (f) the Registration Rights Agreement; (g) the Schedule of Assumed Executory Contracts and Unexpired Leases; (h) the Schedule of Rejected Executory Contracts and Unexpired Leases; (i) the Agreement;
and (j) any and all other documentation necessary to effectuate the Restructuring Transactions or that is contemplated by the Plan. The Debtors shall have the right to amend the documents contained in, and exhibits to, the Plan Supplement
through the Effective Date consistent with and subject to the Restructuring Support Agreement.  
 “Pre-Closing
Period” has the meaning set forth in Section 6.3. 
 “RBL Agent” means Wells Fargo
Bank, N.A., or any successor thereto, as administrative agent under the RBL Credit Agreement, solely in its capacity as such. 

“RBL Credit Agreement” means that certain Credit Agreement, dated as of September 28, 2012, as amended,
restated, modified, supplemented, or replaced from time to time prior to the Petition Date, by and among Penn Virginia Holding Corporation, as borrower, the Company, as parent, each of the guarantors party thereto, the RBL Agent, and the RBL
Lenders. 
 “RBL Lenders” means the lenders party to the RBL Credit Agreement, solely in their
capacity as such. 
 “Real Property” means, collectively, all right, title and interest (including any
leasehold estate) in and to any and all parcels of or interests in real property owned in fee or leased by the Company or any of its Subsidiaries, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all
improvements and appurtenant fixtures incidental to the ownership or lease thereof. 
 “Registration Rights
Agreement” has the meaning set forth in Section 6.7(a).  

  
 12 








 “Related Party” means, with respect to any Person, (i) any
former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of such Person and (ii) any former, current or future director, officer, agent, Affiliate, employee, general or
limited partner, member, manager or stockholder of any of the foregoing. 
 “Related Purchaser” has
the meaning set forth in Section 2.6(a). 
 “Release” means any spilling, leaking, seepage,
pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, emanating or migrating in, into, onto or through the environment. “Released” has a correlative meaning.

 “Reorganized Company” means the Company, or any successors thereto, by merger, consolidation, or
otherwise, on and after the Effective Date. 
 “Reorganized Company Corporate Documents” means,
collectively, the Bylaws and the Certificate of Incorporation. 
 “Replacing Commitment Parties” has
the meaning set forth in Section 2.3(a). 
 “Reportable Event” means any reportable event as
defined in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30 day notice period referred to in Section 4043(c) of ERISA has been waived, with respect to a Company Plan. 

“Representatives” means, with respect to any Person, such Person’s directors, officers, members, partners,
managers, employees, agents, investment bankers, attorneys, accountants, advisors and other representatives. 

“Requisite Commitment Parties” means members of the Ad Hoc Committee holding at least two-thirds of the
Backstop Commitment that is held by the Commitment Parties that are members of the Ad Hoc Committee as of the date on which the consent or approval of such members is solicited; provided, that for the purposes of this definition, each
Commitment Party shall be deemed to hold the Backstop Commitment held by such Commitment Party’s Related Purchasers.  

“Restructuring Support Agreement” has the meaning set forth in the Recitals.  

“Restructuring Support Parties” means, collectively, the Consenting Noteholders, the DIP Lenders, the Commitment
Parties, and the RBL Lenders in their capacity as Consenting RBL Lenders, DIP Lenders and Exit Facility Lenders, in each case, that are party to the Restructuring Support Agreement. 

“Restructuring Term Sheet” has the meaning set forth in the Recitals. 

“Restructuring Transactions” has the meaning set forth in the Restructuring Support Agreement. 

  
 13 








 “Rights Offering” means the rights offering that is backstopped by
the Commitment Parties in connection with the Restructuring Transactions substantially on the terms reflected in the Restructuring Support Agreement and this Agreement, and in accordance with the Rights Offering Procedures. 

“Rights Offering Amount” means an amount equal to $50,000,000. 

“Rights Offering Expiration Time” means the time and the date on which the rights offering subscription forms
must be duly delivered to the Rights Offering Subscription Agent in accordance with the Rights Offering Procedures, together with the applicable aggregate Per Share Purchase Price. 

“Rights Offering Participants” means those Persons who duly subscribe for Rights Offering Shares in accordance
with the Rights Offering Procedures. 
 “Rights Offering Procedures” means the procedures with respect
to the Rights Offering that are approved by the Bankruptcy Court pursuant to the Plan Solicitation Order, which procedures shall be in form and substance substantially as set forth on Exhibit A hereto, may be modified in a manner that is
reasonably acceptable to the Requisite Commitment Parties and the Company.  
 “Rights Offering
Shares” means the shares of New Common Stock (including all Unsubscribed Shares purchased by the Commitment Parties pursuant to this Agreement) distributed pursuant to and in accordance with the Rights Offering Procedures. 

“Rights Offering Subscription Agent” means Epiq Bankruptcy Solutions LLC or another subscription agent
appointed by the Company and satisfactory to the Requisite Commitment Parties. 
 “RSA Effective Date”
has the meaning set forth in the Restructuring Support Agreement. 
 “SEC” means the
U.S. Securities and Exchange Commission. 
 “Securities Act” means the Securities Act
of 1933, as amended. 
 “Subscription Agreement” means that certain Subscription Agreement, by
and between the Company and the Subscriber (as defined therein). 
 “Subscription Rights” means the
subscription rights to purchase Rights Offering Shares. 
 “Subsidiary” means, with respect to any Person,
any corporation, partnership, joint venture or other legal entity as to which such Person (either alone or through or together with any other subsidiary), (a) owns, directly or indirectly, more than fifty percent (50%) of the stock or
other equity interests, (b) has the power to elect a majority of the board of directors or similar governing body, or (c) has the power to direct the business and policies. 

  
 14 








 “Takeover Statute” means any restrictions contained in any
“fair price,” “moratorium,” “control share acquisition”, “business combination” or other similar anti-takeover statute or regulation. 

“Taxes” means all taxes, assessments, duties, levies or other mandatory governmental charges paid to a
Governmental Entity, including all federal, state, local, foreign and other income, franchise, profits, gross receipts, capital gains, capital stock, transfer, property, sales, use, value-added, occupation, excise, severance, windfall profits,
stamp, payroll, social security, withholding and other taxes, assessments, duties, levies or other mandatory governmental charges of any kind whatsoever paid to a Governmental Entity (whether payable directly or by withholding and whether or not
requiring the filing of a return), all estimated taxes, deficiency assessments, additions to tax, penalties and interest thereon and shall include any liability for such amounts as a result of being a member of a combined, consolidated, unitary or
affiliated group. For the avoidance of doubt, such term shall exclude any tax, penalties or interest thereon that result or have resulted from the non-payment of royalties. 

“Termination Date” has the meaning set forth in the Restructuring Support Agreement. 

“Termination Fee” means $2,000,000, which represents 4% of the Rights Offering Amount. 

“Transaction Agreements” has the meaning set forth in Section 4.2(a). 

“Transfer” means to sell, transfer, assign, pledge, hypothecate, participate, donate or otherwise encumber or
dispose of, directly or indirectly (including through derivatives, options, swaps, pledges, forward sales or other transactions in which any Person receives the right to own or acquire any current or future interest in a Subscription Right, a Note
Claim, a Rights Offering Share or a share of New Common Stock). “Transfer” used as a noun has a correlative meaning. 

“Ultimate Purchaser” has the meaning set forth in Section 2.6(b). 

“Unfunded Pension Liability” means the excess of a Company Plan’s benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Company Plan’s assets, determined in accordance with the assumptions used for funding the Company Plan pursuant to Section 412 of the Code for the applicable plan year.

 “Unlegended Shares” has the meaning set forth in Section 6.9. 

“Unsubscribed Shares” means the Rights Offering Shares that have not been duly purchased by the Rights
Offering Participants in accordance with the Rights Offering Procedures and the Plan. 
 “willful or intentional
breach” has the meaning set forth in Section 9.4(a). 

  
 15 








 “Withdrawal Liability” means liability to a Multiemployer Plan as
a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Section 4203 of ERISA. 

Section 1.2 Construction. In this Agreement, unless the context otherwise requires: 

(a) references to Articles, Sections, Exhibits and Schedules are references to the articles and sections or subsections of, and the exhibits
and schedules attached to, this Agreement; 
 (b) references in this Agreement to “writing” or comparable expressions include a
reference to a written document transmitted by means of electronic mail in portable document format (pdf), facsimile transmission or comparable means of communication; 

(c) words expressed in the singular number shall include the plural and vice versa; words expressed in the masculine shall include the feminine
and neuter gender and vice versa; 
 (d) the words “hereof”, “herein”, “hereto” and “hereunder”, and
words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, including all Exhibits and Schedules attached to this Agreement, and not to any provision of this Agreement; 

(e) the term “this Agreement” shall be construed as a reference to this Agreement as the same may have been, or may from time to time
be, amended, modified, varied, novated or supplemented; 
 (f) “include”, “includes” and “including” are deemed
to be followed by “without limitation” whether or not they are in fact followed by such words; 
 (g) references to “day”
or “days” are to calendar days; 
 (h) references to “the date hereof” means the date of this Agreement; 

(i) unless otherwise specified, references to a statute means such statute as amended from time to time and includes any successor legislation
thereto and any rules or regulations promulgated thereunder in effect from time to time; and 
 (j) references to “dollars” or
“$” refer to currency of the United States of America, unless otherwise expressly provided. 

  
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 ARTICLE II 

BACKSTOP COMMITMENT 

Section 2.1 The Rights Offering; Subscription Rights. On and subject to the terms and conditions hereof, including entry of the
Approval Order, the Company shall conduct the Rights Offering pursuant to and in accordance with the Rights Offering Procedures and the Plan Solicitation Order. If reasonably requested by the Requisite Commitment Parties from time to time prior to
the Rights Offering Expiration Time (and any extensions thereto), the Company shall notify, or cause the Rights Offering Subscription Agent to notify, the Commitment Parties of the aggregate number of Subscription Rights known by the Company or the
Rights Offering Subscription Agent to have been exercised pursuant to the Rights Offering as of the most recent practicable time before such request. 

Section 2.2 The Backstop Commitment. On and subject to the terms and conditions hereof, including entry of the Approval Order,
each Commitment Party agrees, severally and not jointly, to fully exercise all Subscription Rights that are issued to it pursuant to the Rights Offering and duly purchase all Rights Offering Shares issuable to it pursuant to such exercise, in
accordance with the Rights Offering Procedures and the Plan; provided that any Commitment Party that fails to comply with such obligations shall be liable to each non-Defaulting Commitment Party as a result of such failure to comply. On and
subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally and not jointly, to purchase, and the Company agrees to sell to such Commitment Party, on the Closing Date for the
applicable aggregate Per Share Purchase Price, the number of Unsubscribed Shares equal to (a) such Commitment Party’s Backstop Commitment Percentage multiplied by (b) the aggregate number of Unsubscribed Shares, rounded among the
Commitment Parties solely to avoid fractional shares as the Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the
Commitment Parties to purchase the Unsubscribed Shares as described in this Section 2.2 shall be referred to as the “Backstop Commitment”. 

Section 2.3 Commitment Party Default. 

(a) Upon the occurrence of a Commitment Party Default, the Commitment Parties that are, or are Affiliated with, members of the Ad Hoc
Committee (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within five (5) Business Days after receipt of written notice from the Company to all Commitment Parties of such Commitment Party Default,
which notice shall be given promptly following the occurrence of such Commitment Party Default and to all Commitment Parties substantially concurrently (such five (5) Business Day period, the “Commitment Party Replacement
Period”), to make arrangements for one or more of the Commitment Parties that is, or is Affiliated with, a member of the Ad Hoc Committee (other than the Defaulting Commitment Party) to purchase all or any portion of the Available
Shares (such purchase, a “Commitment Party Replacement”) on the terms and subject to the conditions set forth in this Agreement and in such amounts as may be agreed upon by all of the Commitment Parties electing to purchase
all or any portion of the Available Shares, or, if no such agreement is reached, based upon the relative applicable Backstop Commitment Percentages of any such Commitment Parties that are, or are Affiliated with, members of the Ad Hoc Committee
(other than the Defaulting Commitment Party) (such Commitment Parties, the “Replacing Commitment Parties”). Any such Available Shares purchased by a Replacing Commitment Party (and the commitment and applicable aggregate Per
Share Purchase Price associated therewith) shall be included, among other things, in the determination of (x) the Unsubscribed Shares of such Replacing Commitment Party for all  

  
 17 








 
purposes hereunder, (y) the Backstop Commitment Percentage of such Replacing Commitment Party for purposes of Section 2.3(c) and Section 3.1 and (z) the Backstop
Commitment of such Replacing Commitment Party for purposes of the definition of “Requisite Commitment Parties”. If a Commitment Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for the
Commitment Party Replacement to be completed within the Commitment Party Replacement Period. 
 (b) If a Commitment Party is a Defaulting
Commitment Party, it shall not be entitled to any of the Commitment Premium or Termination Fee hereunder. 
 (c) Nothing in this Agreement
shall be deemed to require a Commitment Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Shares. 
 (d) For
the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.4 but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Commitment Party from liability hereunder, or
limit the availability of the remedies set forth in Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party Default. 

Section 2.4 Escrow Account Funding. 

(a) Funding Notice. No later than the fifth (5th) Business Day following the Rights Offering Expiration Time, the Rights Offering
Subscription Agent shall deliver to each Commitment Party the Funding Notice setting forth (i) the number of Rights Offering Shares elected to be purchased by the Rights Offering Participants and the aggregate Per Share Purchase Price therefor;
(ii) the aggregate number of Unsubscribed Shares, if any, and the aggregate Per Share Purchase Price therefor; (iii) the aggregate number of Unsubscribed Shares (based upon such Commitment Party’s Backstop Commitment Percentage) to be
issued and sold by the Company to such Commitment Party and the aggregate Per Share Purchase Price therefor; and (iv) subject to the last sentence of Section 2.4(b), the escrow account designated in escrow agreements mutually
satisfactory to each of the Parties, acting reasonably, to which such Commitment Party shall deliver and pay the aggregate Per Share Purchase Price for such Commitment Party’s Backstop Commitment Percentage of the Unsubscribed Shares (the
“Escrow Account”). The Company shall promptly direct the Rights Offering Subscription Agent to provide any written backup, information and documentation relating to the information contained in the applicable Funding Notice
as any Commitment Party may reasonably request. 
 (b) Escrow Account Funding. At the Effective Date or such earlier date
agreed with the Requisite Commitment Parties pursuant to escrow agreements mutually satisfactory to each of the Parties, acting reasonably (the “Escrow Account Funding Date”), each Commitment Party shall deliver and pay the
aggregate Per Share Purchase Price for such Commitment Party’s Backstop Commitment Percentage of the Unsubscribed Shares by wire transfer in immediately available funds in U.S. dollars into the Escrow Account in satisfaction of such
Commitment Party’s Backstop Commitment. Notwithstanding the foregoing, if the Parties are unable to agree to escrow agreements that are mutually acceptable to each of them, then all payments contemplated to be made by the Noteholders to the
Escrow Account pursuant to this Section 2.4 shall instead be made to a Company bank account designated by the Company in the Funding Notice and shall be delivered and paid to such account on or prior to the Closing Date. 

  
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 Section 2.5 Closing. 

(a) Subject to Article VII, unless otherwise mutually agreed in writing between the Company and the Requisite Commitment Parties,
the closing of the Backstop Commitment (the “Closing”) shall take place at the offices of Milbank, Tweed, Hadley & McCloy LLP, 28 Liberty Street, New York, New York 10005, at 10:00 a.m., New York City time,
on the date on which all of the conditions set forth in Article VII shall have been satisfied or waived in accordance with this Agreement (other than conditions that by their terms are to be satisfied at the Closing, but subject to the
satisfaction or waiver of such conditions). The date on which the Closing actually occurs shall be referred to herein as the “Closing Date”. 

(b) At the Closing, the funds held in the Escrow Account (and any amounts paid to a Company bank account pursuant to the last sentence of
Section 2.4(b)) shall, as applicable, be released and utilized in accordance with the Plan. 
 (c) At the Closing, issuance of
the Unsubscribed Shares will be made by the Company to each Commitment Party (or to its designee in accordance with Section 2.6(a)) against payment of the aggregate Per Share Purchase Price for the Unsubscribed Shares of such Commitment
Party, in satisfaction of such Commitment Party’s Backstop Commitment. Unless a Commitment Party requests delivery of a physical stock certificate, the entry of any Unsubscribed Shares to be delivered pursuant to this Section 2.5(c)
into the account of a Commitment Party pursuant to the Company’s book entry procedures and delivery to such Commitment Party of an account statement reflecting the book entry of such Unsubscribed Shares shall be deemed delivery of such
Unsubscribed Shares for purposes of this Agreement. Notwithstanding anything to the contrary in this Agreement, all Unsubscribed Shares will be delivered with all issue, stamp, transfer, sales and use, or similar transfer Taxes or duties that are
due and payable (if any) in connection with such delivery duly paid by the Company. 
 Section 2.6 Designation and Assignment
Rights. 
 (a) Each Commitment Party shall have the right to designate by written notice to the Company no later than two
(2) Business Days prior to the Closing Date that some or all of the Unsubscribed Shares that it is obligated to purchase hereunder be issued in the name of, and delivered to, one or more of its Affiliates or Affiliated Funds (other than any
portfolio company of such Commitment Party or its Affiliates) (each, a “Related Purchaser”) upon receipt by the Company of payment therefor in accordance with the terms hereof, which notice of designation shall (i) be
addressed to the Company and signed by such Commitment Party and each such Related Purchaser, (ii) specify the number of Unsubscribed Shares to be delivered to or issued in the name of such Related Purchaser and (iii) contain a
confirmation by each such Related Purchaser of the accuracy of the representations set forth in Sections 5.6 through 5.9 as applied to such Related Purchaser; provided, that no such designation pursuant to this
Section 2.6(a) shall relieve such Commitment Party from its obligations under this Agreement. 

  
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 (b) Except as set forth in Section 2.6(c), each Commitment Party shall have
the right to Transfer all or any portion of its Backstop Commitment only to (i) any investment fund the primary investment advisor to which is such Commitment Party or an Affiliate thereof (an “Affiliated Fund”) or
(ii) one or more special purpose vehicles that are wholly owned by one or more of such Commitment Party and its Affiliated Funds, created for the purpose of holding such Backstop Commitment or holding debt or equity of the Debtors, and with
respect to which such Commitment Party either (A) has provided an adequate equity support letter or a guarantee of such special purpose vehicle’s Backstop Commitment or (B) otherwise remains obligated to fund the Backstop Commitment
to be Transferred until the consummation of the Plan; provided, that such special purpose vehicle shall not be related to or Affiliated with any portfolio company of such Commitment Party or any of its Affiliates or Affiliated Funds (other
than solely by virtue of its affiliation with such Commitment Party) and the equity of such special purpose vehicle shall not be directly or indirectly transferable other than to such Persons described in clause (i) or (ii) of this
Section 2.6(b), and in such manner, as such Commitment Party’s Backstop Commitment is transferable pursuant to this Section 2.6(b) (each of the Persons referred to in clauses (i) and (ii), an “Ultimate
Purchaser”), and that, in each case, provides a written agreement to the Company under which it (x) confirms the accuracy of the representations set forth in Article V as applied to such Ultimate Purchaser,
(y) agrees to purchase such portion of such Commitment Party’s Backstop Commitment, and (z) agrees to be fully bound by, and subject to, this Agreement as a Commitment Party hereto; provided, that no sale or Transfer
pursuant to this Section 2.6(b) shall relieve such Commitment Party from its obligations under this Agreement. Other than as set forth in this Section 2.6(b), no Commitment Party shall be permitted to Transfer its Backstop
Commitment without the prior written consent of the Company and the Requisite Commitment Parties, which shall not be unreasonably withheld, conditioned or delayed. 

(c) Additionally, each Commitment Party shall have the right to Transfer all or any portion of its Backstop Commitment to a Restructuring
Support Party or any other entity to whom such Commitment Party transfers its Note Claims in accordance with the Restructuring Support Agreement, in each case, in full compliance with all transfer restrictions set forth in the Restructuring Support
Agreement, including those contained in subclause (a) of Section 12 thereof, provided, further, that in accordance with the Restructuring Support Agreement, such transferee agrees in writing to be bound by the obligations of
such Commitment Party under this Agreement and is determined, after due inquiry and investigation by the Restructuring Support Parties and the Debtors, to be reasonably capable of fulfilling such obligations. Upon compliance with this
Section 2.6(c), the transferring Commitment Party shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer) under this Agreement
to the extent of such transferred rights and obligations. Any Transfer made in violation of this Section 2.6(c) shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to the Parties or
any Commitment Party, and shall not create any obligation or liability of any Debtor or any other Commitment Party to the purported transferee. 

(d) Each Commitment Party, severally and not jointly, agrees that it will not Transfer, at any time prior to the Closing Date or the earlier
termination of this Agreement in accordance with its terms, any of its rights and obligations under this Agreement to any Person other than in accordance with Sections 2.3, 2.6(a), 2.6(b) or 2.6(c). After the Closing
Date, nothing in this Agreement shall limit or restrict in any way the ability of any 

  
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Commitment Party (or any permitted transferee thereof) to Transfer any of the shares of New Common Stock or any interest therein; provided, that any such Transfer shall be made pursuant to
an effective registration statement under the Securities Act or an exemption from the registration requirements thereunder and pursuant to applicable securities Laws. 

ARTICLE III 
 BACKSTOP
COMMITMENT PREMIUM AND EXPENSE REIMBURSEMENT 
 Section 3.1 Premium Payable by the Company. Subject to
Section 3.2, in consideration for the Backstop Commitment and the other agreements of the Commitment Parties in this Agreement, the Debtors shall pay or cause to be paid a nonrefundable aggregate premium in an amount equal to $3,000,000,
which represents 6% of the Rights Offering Amount, payable in accordance with Section 3.2, to the Commitment Parties (including any Replacing Commitment Party, but excluding any Defaulting Commitment Party) or their designees based upon
their respective Backstop Commitment Percentages at the time the payment is made (the “Commitment Premium”). 
 The
provisions for the payment of the Commitment Premium, the Termination Fee and Expense Reimbursement, and the indemnification provided herein, are an integral part of the transactions contemplated by this Agreement and without these provisions the
Commitment Parties would not have entered into this Agreement. 
 Section 3.2 Payment of Premium. The Commitment Premium shall
be fully earned, nonrefundable and non-avoidable upon entry of the Approval Order and shall be paid by the Debtors, free and clear of any withholding or deduction for any applicable Taxes, on the Closing Date as set forth above. For the avoidance of
doubt, to the extent payable in accordance with the terms of this Agreement, the Commitment Premium will be payable regardless of the amount of Unsubscribed Shares (if any) actually purchased. The Company shall satisfy its obligation to pay the
Commitment Premium on the Closing Date by, in lieu of any cash payments, issuing the number of additional shares of New Common Stock (rounding down to the nearest whole share solely to avoid fractional shares) to the Commitment Parties that is
required to be issued so that, after giving effect to the New Common Stock issued or issuable under the Rights Offering and in respect of the satisfaction of the Commitment Premium by way of issuance of such additional shares of New Common Stock
pursuant to this Section 3.2, the Commitment Parties are issued, in satisfaction of the Company’s obligation to pay the Commitment Premium, the Commitment Premium Settlement Percentage of the total number of shares of New Common
Stock of the Reorganized Company outstanding as of the Closing Date (excluding from such total number of shares of New Common Stock any shares of New Common Stock issued or issuable in respect of the new management incentive plan adopted in
accordance with the Restructuring Term Sheet); provided, that if the Closing does not occur, the Termination Fee shall be payable (in lieu of the Commitment Premium), in cash, to the extent provided in Section 9.4. 

  
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 Section 3.3 Expense Reimbursement. 

(a) The Debtors agree to pay, in accordance with Section 3.3(b) below, (A) the reasonable and documented fees and expenses
(including travel costs and expenses) of Milbank, Tweed, Hadley & McCloy LLP (“Milbank”) as primary counsel, one local counsel, W.D. Von Gonten & Co. as engineer consultants, and PJT Partners LP, as
financial advisor, for all Consenting Noteholders and Commitment Parties, and Heidrick & Struggles as consultant, retained by Milbank, as counsel to the Ad Hoc Committee, and any such other advisors or consultants as may be reasonably
determined by the Consenting Noteholders and the Commitment Parties, in consultation with the Company, and (B) subject to entry of the Approval Order, all filing fees, if any, required by the HSR Act or any other Antitrust Law in connection
with the transactions contemplated by this Agreement and all reasonable and documented expenses related thereto (such payment obligations set forth in clauses (A) and (B) above, collectively, the “Expense
Reimbursement”). The Expense Reimbursement shall, pursuant to the Approval Order, constitute allowed administrative expenses of the Debtors’ estate under sections 503(b) and 507 of the Bankruptcy Code. 

(b) The Expense Reimbursement described in Section 3.3(a)(A) shall be paid in accordance with Section 14 of the Restructuring
Support Agreement. The Expense Reimbursement described in Section 3.3(a)(B) accrued through the date on which the Approval Order is entered shall be paid in accordance with the DIP Orders, and the Approval Order upon its entry by the
Bankruptcy Court, and in no event later than two Business Days after the date of the entry of the Approval Order. The Expense Reimbursement described in Section 3.3(a)(B) shall thereafter be payable by the Debtors in accordance with the
DIP Orders and the Approval Order; provided, that the Debtors’ final payment shall be made contemporaneously with the Closing or the termination of this Agreement pursuant to Article IX. The Commitment Parties shall promptly
provide summary copies of all invoices (redacted as necessary to protect privileges) to the Debtors and to the United States Trustee. 

ARTICLE IV 
 REPRESENTATIONS
AND WARRANTIES OF THE COMPANY 
 Except (i) as set forth in the corresponding section of the Company Disclosure Schedules
or (ii) as disclosed in the Company SEC Documents filed with the SEC on or after December 31, 2015 and publicly available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system prior to the date hereof (excluding the
exhibits, annexes and schedules thereto, any disclosures contained in the “Forward-Looking Statements” or “Risk Factors” sections thereof, or any other statements that are similarly predictive, cautionary or forward looking in
nature), the Debtors, jointly and severally, hereby represent and warrant to the Commitment Parties (unless otherwise set forth herein, as of the date of this Agreement and as of the Closing Date) as set forth below. 

Section 4.1 Organization and Qualification. The Company and each of its Subsidiaries (a) is a duly organized and validly
existing corporation, limited liability company or limited partnership, as the case may be, and, if applicable, in good standing (or the equivalent thereof) under the Laws of the jurisdiction of its incorporation or organization (except where the


  
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failure to be in good standing (or the equivalent) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect), (b) has the corporate or other
applicable power and authority to own its property and assets and to transact the business in which it is currently engaged and presently proposes to engage and (c) is duly qualified and is authorized to do business and is in good standing in
each jurisdiction where the conduct of its business as currently conducted requires such qualifications, except in the cases of clauses (b) and (c) where the failure to have such authority or qualifications would not reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect. 
 Section 4.2 Corporate Power and Authority. 

(a) The Company has the requisite corporate power and authority (i) (A) subject to entry of the Approval Order and the Confirmation
Order, to enter into, execute and deliver this Agreement and to perform the BCA Approval Obligations and (B) subject to entry of the Approval Order and the Confirmation Order, to perform each of its other obligations hereunder and
(ii) subject to entry of the Approval Order, the Plan Solicitation Order, and the Confirmation Order, to consummate the transactions contemplated herein and in the Plan, to enter into, execute and deliver the Registration Rights Agreement and
all other agreements to which it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the Restructuring Support Agreement, the Registration Rights Agreement, the debtor-in-possession
credit agreement for the DIP Facility to be entered into in accordance with the DIP Credit Agreement and the DIP Orders, the Exit Facility, and such other agreements and any Plan supplements or documents referred to herein or therein or hereunder or
thereunder, collectively, the “Transaction Agreements”) and to perform its obligations under each of the Transaction Agreements (other than this Agreement). Subject to the receipt of the foregoing Orders, as applicable,
the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of
the Company, and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or any of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. 

(b) Subject to entry of the Approval Order, the Plan Solicitation Order, and the Confirmation Order, each of the other Debtors has the
requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the Approval Order, the Plan
Solicitation Order, and the Confirmation Order, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been or will be duly authorized
by all requisite action (corporate or otherwise) on behalf of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize this Agreement or any of the other
Transaction Agreements or to consummate the transactions contemplated hereby or thereby. 

  
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 Section 4.3 Execution and Delivery; Enforceability. Subject to entry of the Approval
Order, this Agreement will have been, and subject to the entry of the Approval Order, the Plan Solicitation Order, and the Confirmation Order, each other Transaction Agreement will be, duly executed and delivered by the Company and each of the other
Debtors party thereto. Upon entry of the Approval Order and assuming due and valid execution and delivery hereof by the Commitment Parties, the BCA Approval Obligations will constitute the valid and legally binding obligations of the Company and, to
the extent applicable, the other Debtors, enforceable against the Company and, to the extent applicable, the other Debtors in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar
Laws now or hereafter in effect relating to creditor’s rights generally and subject to general principles of equity. Upon entry of the Approval Order and assuming due and valid execution and delivery of this Agreement and the other Transaction
Agreements by the Commitment Parties and, to the extent applicable, any other parties hereof and thereof, each of the obligations of the Company and, to the extent applicable, the other Debtors hereunder and thereunder will constitute the valid and
legally binding obligations of the Company and, to the extent applicable, the other Debtors, enforceable against the Company and, to the extent applicable, the other Debtors, in accordance with their respective terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other similar Laws now or hereafter in effect relating to creditor’s rights generally and subject to general principles of equity. 

Section 4.4 Authorized and Issued Capital Stock. 

(a) On the Closing Date, (i) the total issued capital stock of the Company will consist of the Aggregate New Common Shares plus the shares
of New Common Stock issued under the Rights Offering plus the shares of New Common Stock issued in respect of the Commitment Premium pursuant to Article III, (ii) no shares of New Common Stock will be held by the Company in its treasury,
(iii) no shares of New Common Stock will be reserved for issuance upon exercise of stock options and other rights to purchase or acquire shares of New Common Stock granted in connection with any employment arrangement entered into in accordance
with Section 6.3, except as reserved in respect of the new management incentive plan adopted in accordance with the Restructuring Term Sheet, and (iv) no warrants to purchase shares of New Common Stock will be issued and
outstanding. 
 (b) As of the Closing Date, all issued and outstanding shares of New Common Stock will have been duly authorized and validly
issued and will be fully paid and non-assessable, and will not be subject to any preemptive rights. 
 (c) Except as set forth in this
Section 4.4, as of the Closing Date, no shares of capital stock or other equity securities or voting interest in the Company will have been issued, reserved for issuance or outstanding. 

(d) Except as described in this Section 4.4 and except as set forth in the Registration Rights Agreement, the Reorganized Company
Corporate Documents and this Agreement, as of the Closing Date, neither the Company nor any of its Subsidiaries will be party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, Contract,
arrangement or undertaking (including any preemptive right) that (i) obligates the Company or any of its Subsidiaries to issue, deliver, sell or transfer, or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or
transferred, or repurchased, redeemed or otherwise acquired, any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or any security convertible or


  
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exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, the Company or any of its Subsidiaries, (ii) obligates the Company or any of its
Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking, (iii) restricts the Transfer of any shares of capital stock of the Company or any of its
Subsidiaries (other than any restrictions included in the Exit Facility or any corresponding pledge agreement) or (iv) relates to the voting of any shares of capital stock of the Company. 

Section 4.5 Issuance. The shares of New Common Stock to be issued pursuant to the Plan, including the shares of New Common Stock
to be issued in connection with the consummation of the Rights Offering and pursuant to the terms hereof, will, when issued and delivered on the Closing Date in exchange for the aggregate Per Share Purchase Price therefor, be duly and validly
authorized, issued and delivered and shall be fully paid and non-assessable, and free and clear of all Taxes, Liens (other than Transfer restrictions imposed hereunder or under the Reorganized Company Corporate Documents or by applicable Law),
preemptive rights, subscription and similar rights (other than any rights set forth in the Reorganized Company Corporate Documents, and the Registration Rights Agreement). 

Section 4.6 No Conflict. Assuming the consents described in clauses (a) through (g) of Section 4.7 are
obtained, the execution and delivery by the Company and, if applicable, its Subsidiaries of this Agreement, the Plan and the other Transaction Agreements, the compliance by the Company and, if applicable, its Subsidiaries with the provisions hereof
and thereof and the consummation of the transactions contemplated herein and therein will not (a) conflict with, or result in a breach, modification or violation of, any of the terms or provisions of, or constitute a default under (with or
without notice or lapse of time, or both), or result, except to the extent specified in the Plan, in the acceleration of, or the creation of any Lien under, or cause any payment or consent to be required under any Contract to which the Company or
any of its Subsidiaries (including any Subsidiaries that are not Debtors) will be bound as of the Closing Date after giving effect to the Plan or to which any of the property or assets of the Company or any of its Subsidiaries (including any
Subsidiaries that are not Debtors) will be subject as of the Closing Date after giving effect to the Plan, (b) result in any violation of the provisions of the Reorganized Company Corporate Documents or any of the organization documents of any
of the Company’s Subsidiaries (other than, for the avoidance of doubt, a breach or default that would be triggered as a result of the Chapter 11 Cases or the Company’s or any Debtor’s undertaking to implement the Restructuring
Transactions through the Chapter 11 Cases), or (c) result in any violation of any Law or Order applicable to the Company or any of its Subsidiaries (including any Subsidiaries that are not Debtors) or any of their properties, except in each of
the cases described in clause (a) or (c) for any conflict, breach, modification, violation, default, acceleration or Lien which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

Section 4.7 Consents and Approvals. No consent, approval, authorization, Order, registration or qualification of or with any
Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their properties (each, an “Applicable Consent”) is required for the execution and delivery by the Company and, to the extent
relevant, its Subsidiaries of this Agreement, the Plan and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, its Subsidiaries with the 

  
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provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (a) the entry of the Approval Order authorizing the Company to assume this
Agreement and perform the BCA Approval Obligations, (b) entry of the Plan Solicitation Order, (c) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of orders as may be necessary in the Chapter 11 Cases from
time-to-time; (d) the entry of the Confirmation Order, (e) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable waiting periods under any Antitrust Laws in connection with
the transactions contemplated by this Agreement, (f) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or “Blue Sky” Laws in connection with the purchase of the
Unsubscribed Shares by the Commitment Parties, the issuance of the Subscription Rights, the issuance of the Rights Offering Shares pursuant to the exercise of the Subscription Rights, the issuance of New Common Stock as payment of the Commitment
Premium, and (g) any Applicable Consents that, if not made or obtained, would not reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. 

Section 4.8 Arm’s-Length. The Company acknowledges and agrees that (a) each of the Commitment Parties is acting solely
in the capacity of an arm’s-length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the terms of the Rights Offering) and not as a financial advisor or a
fiduciary to, or an agent of, the Company or any of its Subsidiaries and (b) no Commitment Party is advising the Company or any of its Subsidiaries as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. 

Section 4.9 Financial Statements. The audited consolidated balance sheets of the Company as at December 31,
2015 and the related consolidated statements of operations and of cash flows for the fiscal year then ended, accompanied by a report thereon by KPMG LLP (collectively, the “Financial Statements”), present fairly the
consolidated financial condition of the Company as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. All such Financial Statements, including the related schedules and notes
thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied consistently throughout the periods involved (except as disclosed therein). 

Section 4.10 Company SEC Documents and Disclosure Statement. Since December 31, 2014, the Company has filed all required
reports, schedules, forms and statements with the SEC. As of their respective dates, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, each of the Company SEC Documents that have been filed as of
the date of this Agreement complied in all material respects with the requirements of the Securities Act or the Exchange Act applicable to such Company SEC Documents. The Company has filed with the SEC all Material Contracts that are required to be
filed as exhibits to the Company SEC Documents that have been filed as of the date of this Agreement. No Company SEC Document that has been filed prior to the date of this Agreement, after giving effect to any amendments or supplements thereto and
to any subsequently filed Company SEC Documents, in each case filed prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading. The Disclosure Statement as approved by the Bankruptcy Court will conform in all material respects with section 1125 of the Bankruptcy Code. 

  
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 Section 4.11 Absence of Certain Changes. Since December 31, 2015 to the date of
this Agreement, no event, development, occurrence or change has occurred or exists that constitutes, individually or in the aggregate, a Material Adverse Effect. 

Section 4.12 No Violation; Compliance with Laws. (i) The Company is not in violation of its charter or bylaws, and
(ii) no Subsidiary of the Company is in violation of its respective charter or bylaws or similar organizational document in any material respect. Neither the Company nor any of its Subsidiaries is or has been at any time since January 1,
2013 in violation of any Law or Order, except for any such violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

Section 4.13 Legal Proceedings. Other than as listed in Section 4.13 of the Company Disclosure Schedules and other
than the Chapter 11 Cases and any adversary proceedings or contested motions commenced in connection therewith, there are no material legal, governmental, administrative, judicial or regulatory investigations, audits, actions, suits, claims,
arbitrations, demands, demand letters, claims, notices of noncompliance or violations, or proceedings (“Legal Proceedings”) pending or, to the Knowledge of the Company, threatened to which the Company or any of its
Subsidiaries is a party or to which any property of the Company or any of its Subsidiaries is the subject, in each case that in any manner draws into question the validity or enforceability of this Agreement, the Plan or the other Transaction
Agreements or that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 
 Section 4.14
Labor Relations. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) there are no strikes or other labor disputes pending or threatened against the Company or any of its
Subsidiaries; (b) the hours worked and payments made to employees of the Company or any of its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Law dealing with such matters; and (c) all
payments due from the Company or any of its Subsidiaries or for which any claim may be made against the Company or any of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as
a liability on the books of the Company or such Subsidiaries to the extent required by GAAP. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the consummation of the transactions
contemplated by the Transaction Agreements will not give rise to a right of termination or right of renegotiation on the part of any union under any material collective bargaining agreement to which the Company or any of its Subsidiaries (or any
predecessor) is a party or by which the Company or any of its Subsidiaries (or any predecessor) is bound. 
 Section 4.15
Intellectual Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) each of the Company and its Subsidiaries owns, or possesses the right to use, all of the
patents, patent rights, trademarks, service marks, trade names, copyrights, mask works, domain names, and any and all applications or registrations for any of the foregoing (collectively, “Intellectual Property  

  
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Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, (b) to the Knowledge of the
Company, none of the Company or any of its Subsidiaries nor any Intellectual Property Right, proprietary right, product, process, method, substance, part, or other material now employed, sold or offered by or contemplated to be employed, sold or
offered by such Person, is interfering with, infringing upon, misappropriating or otherwise violating any valid Intellectual Property Rights of any Person, and (c) no claim or litigation regarding any of the foregoing is pending or, to the
Knowledge of the Company, threatened. 
 Section 4.16 Title to Real and Personal Property. 

(a) Real Property. Each of the Company and its Subsidiaries has valid fee simple title to, or valid leasehold interests in, or easements
or other limited property interests in, all its Real Properties and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to
conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect. To the Knowledge of the Company, all such properties and assets are free and clear of Liens, other than Permitted Liens. 

(b) Leased Real Property. Each of the Company and its Subsidiaries is in compliance with all obligations under all leases to which it is
a party that have not been rejected in the Chapter 11 Cases, except where the failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and all such leases are in full force and effect,
except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and
undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

(c) Personal Property. Each of the Company and its Subsidiaries owns or possesses the right to use, all Intellectual Property Rights and
all licenses and rights with respect to any of the foregoing used in the conduct of their businesses, without any conflict (of which the Company or any of its Subsidiaries has been notified in writing) with the rights of others, and free from any
burdensome restrictions on the present conduct of the Company and its Subsidiaries, as the case may be, except where such conflicts and restrictions would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect. 
 Section 4.17 No Undisclosed Relationships. Other than Contracts or other direct or indirect relationships between or
among the Company and its Subsidiaries or between the Subsidiaries of the Company and each other, there are no Contracts or other direct or indirect relationships existing as of the date hereof between or among the Company or any of its
Subsidiaries, on the one hand, and any director, officer or greater than five percent (5%) stockholder of the Company or any of its Subsidiaries, on the other hand, that is required by the Exchange Act to be described in the Company’s
filings with the SEC and that is not so 

  
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described, except for the transactions contemplated by this Agreement. Any Contract existing as of the date hereof between or among the Company or any of its Subsidiaries, on the one hand, and
any director, officer or greater than five percent (5%) stockholder of the Company or any of its Subsidiaries, on the other hand, that is required by the Exchange Act to be described in the Company’s filings with the SEC is filed as an
exhibit to, or incorporated by reference as indicated in, the Annual Report on Form 10-K for the year ended December 31, 2015 that the Company filed on March 15, 2016 or another Company SEC Document filed between March 15, 2016 and
the date hereof. 
 Section 4.18 Licenses and Permits. The Company and its Subsidiaries possess all licenses, certificates,
permits and other authorizations issued by, and have made all declarations and filings with, the appropriate Governmental Entities that are necessary for the ownership or lease of their respective properties and the conduct of the business, except
where the failure to possess, make or give the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries (i) has received notice of any revocation
or modification of any such license, certificate, permit or authorization or (ii) has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course, except to the extent that any of
the foregoing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 
 Section 4.19
Environmental. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) no written notice, claim, demand, request for information, Order, complaint or penalty
has been received by the Company or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any
Environmental Laws, in each case relating to the Company or any of its Subsidiaries, (b) the Company and each of its Subsidiaries has all environmental permits, licenses and other approvals, and has maintained all financial assurances,
necessary for its operations to comply with all applicable Environmental Laws and is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such permits, licenses and other approvals and with all
other applicable Environmental Laws, (c) to the Knowledge of the Company, no Hazardous Material is located at, on or under any property currently owned, operated or leased by the Company or any of its Subsidiaries that would reasonably be
expected to give rise to any cost, liability or obligation of the Company or any of its Subsidiaries under any Environmental Laws, (d) no Hazardous Material has been generated, owned, treated, stored, handled or controlled by the Company or any
of its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Company or any of its Subsidiaries under any Environmental Laws, and
(e) there are no agreements in which the Company or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other Person arising under or relating to
Environmental Laws, which in any such case has not been made available to the Commitment Parties prior to the date hereof. 

  
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 Section 4.20 Tax Returns. 

(a) Except as would not reasonably be expected to be material to the Company and its Subsidiaries taken as a whole, (i) each of the
Company and its Subsidiaries has filed or caused to be filed all U.S. federal, state, provincial, local and non-U.S. Tax returns required to have been filed by it and (ii) taken as a whole, each such Tax return is true and correct; 

(b) Each of the Company and its Subsidiaries has timely paid or caused to be timely paid all Taxes shown to be due and payable by it on the
returns referred to in clause (a) and all other Taxes or assessments (or made adequate provision (in accordance with GAAP) for the payment of all Taxes due) with respect to all periods or portions thereof ending on or before the date hereof
(except Taxes or assessments that are being contested in good faith by appropriate proceedings and for which the Company and its Subsidiaries (as the case may be) has set aside on its books adequate reserves in accordance with GAAP or with respect
to the Debtors only, except to the extent the non-payment thereof is permitted by the Bankruptcy Code), which Taxes, if not paid or adequately provided for, would reasonably be expected to be material to the Company and its Subsidiaries taken as a
whole; and 
 (c) As of the date hereof, with respect to the Company and its Subsidiaries, other than in connection with the Chapter 11 Cases
and other than Taxes or assessments that are being contested in good faith and are not expected to result in significant negative adjustments that would be material to the Company and its Subsidiaries taken as a whole, (i) there are no claims
being asserted in writing with respect to any Taxes, (ii) no presently effective waivers or extensions of statutes of limitation with respect to Taxes have been given or requested and (iii) no Tax returns are being examined by, and no
written notification of intention to examine has been received from, the IRS or any other Governmental Entity. 
 Section 4.21
Employee Benefit Plans. 
 (a) Except for the filing and pendency of the Chapter 11 Cases or otherwise as would not reasonably be
expected to result, individually or in the aggregate, in material liability to the Company or any of its Subsidiaries: (i) each Company Plan and each Multiemployer Plan is in compliance with the applicable provisions of ERISA and the Code;
(ii) no Reportable Event has occurred during the past six years (or is reasonably likely to occur); (iii) no Company Plan has any Unfunded Pension Liability in excess of $2,000,000 with respect to any single Company Plan and in excess of
$3,000,000 with respect to all Company Plans in the aggregate; (iv) no ERISA Event has occurred or is reasonably expected to occur; (v) none of the Company or any of its Subsidiaries has engaged in a “prohibited transaction” (as
defined in Section 406 of ERISA and Section 4975 of the Code) in connection with any employee pension benefit plan (as defined in Section 3(2) of ERISA) that would subject the Company or any of its Subsidiaries to Tax; (vi) no
employee welfare plan (as defined in Section 3(1) of ERISA) maintained or contributed to by the Company or any of its Subsidiaries provides benefits to retired employees or other former employees (other than as required by Section 601 of
ERISA); and (vii) none of the Company or any of its Subsidiaries or any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability. 

  
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 (b) Neither the Company nor any of its Subsidiaries has established, sponsored or maintained, or
has any liability with respect to, any employee pension benefit plan or other employee benefit plan, program, policy, agreement or arrangement governed by or subject to the Laws of a jurisdiction other than the United States of America. 

(c) Except as would not be reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect, there are no pending,
or to the Knowledge of the Company, threatened claims, sanctions, actions or lawsuits, asserted or instituted against any Company Plan or any Person as fiduciary or sponsor of any Company Plan, in each case other than claims for benefits in the
normal course. 
 (d) Within the last six years, no Company Plan has been terminated, whether or not in a “standard termination” as
that term is used in Section 4041(b)(1) of ERISA, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect nor has any Company Plan with Unfunded Pension Liabilities been transferred
outside of the “controlled group” (within the meaning of Section 4001(a)(14) of ERISA). 
 (e) Except as would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect, all compensation and benefit arrangements of the Company and its Subsidiaries comply and have complied in both form and operation with their terms and all applicable
Laws and legal requirements, and neither the Company, nor any of its Subsidiaries, could reasonably be expected to have any obligation to provide any individual with a “gross up” or similar payment in respect of any Taxes that may become
payable under Section 409A or 4999 of the Code. 
 (f) Except as would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect, (i) the Company and each of its Subsidiaries has complied and is currently in compliance with all Laws and legal requirements in respect of personnel, employment and employment practices; (ii) all
service providers of the Company or its Subsidiaries are correctly classified as employees, independent contractors, or otherwise for all purposes (including any applicable tax and employment policies or law); and (iii) the Company and its
Subsidiaries have not and are not engaged in any unfair labor practice. 
 Section 4.22 Internal Control Over Financial
Reporting. 
 The Company has established and maintains a system of internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) that complies in all material respects with the requirements of the Exchange Act and has been designed to provide reasonable assurances regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, there are no material weaknesses in the Company’s internal control over financial reporting as of
the date hereof. 
 Section 4.23 Disclosure Controls and Procedures. 

The Company maintains disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) promulgated under the
Exchange Act) designed to ensure that information required to be disclosed by the Company in the reports that it files and submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
SEC’s 

  
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rules and forms, including that information required to be disclosed by the Company in the reports that it files and submits under the Exchange Act is accumulated and communicated to management
of the Company as appropriate to allow timely decisions regarding required disclosure. 
 Section 4.24 Material Contracts. 

All Material Contracts are valid, binding and enforceable by and against the Company or its relevant Subsidiary and, to the Knowledge of the
Company, each other party thereto (except where the failure to be valid, binding or enforceable does not constitute a Material Adverse Effect), and no written notice to terminate, in whole or part, any Material Contract has been delivered to the
Company or any of its Subsidiaries (except where such termination would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect). Other than as a result of the filing of the Chapter 11 Cases, neither the
Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party to any Material Contract, is in material default or breach under the terms thereof, in each case, except for such instances of material default or breach that
would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 
 Section 4.25 No Unlawful
Payments. 
 Since January 1, 2012, neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any of
their respective directors, officers or employees has in any material respect: (a) used any funds of the Company or any of its Subsidiaries for any unlawful contribution, gift, entertainment or other unlawful expense, in each case relating to
political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (c) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices
Act of 1977; or (d) made any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment. 

Section 4.26 Compliance with Money Laundering Laws. 

The operations of the Company and its Subsidiaries are and, since January 1, 2013 have been at all times, conducted in compliance in all
material respects with applicable financial recordkeeping and reporting requirements of the U.S. Currency and Foreign Transactions Reporting Act of 1970, the money laundering statutes of all jurisdictions in which the Company and its
Subsidiaries operate (and the rules and regulations promulgated thereunder) and any related or similar Laws (collectively, the “Money Laundering Laws”) and no material Legal Proceeding by or before any Governmental Entity or
any arbitrator involving the Company or any of its Subsidiaries with respect to Money Laundering Laws is pending or, to the Knowledge of the Company, threatened. 

Section 4.27 Compliance with Sanctions Laws. 

Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any of their respective directors, officers, employees or
other Persons acting on their behalf with express authority to so act is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department. The Company will not directly or
indirectly use the proceeds of the Rights Offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, for the purpose of financing the activities of any Person that, to the
Knowledge of the Company, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department. 

  
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 Section 4.28 No Broker’s Fees. Neither the Company nor any of its Subsidiaries
is a party to any Contract with any Person (other than this Agreement) that would give rise to a valid claim against the Commitment Parties for a brokerage commission, finder’s fee or like payment in connection with the Rights Offering or the
sale of the Unsubscribed Shares. 
 Section 4.29 Takeover Statutes. No Takeover Statute is applicable to this Agreement, the
Backstop Commitment and the other transactions contemplated by this Agreement. As of the entry of the Approval Order, the board of directors of the Company shall have authorized and approved the issuance of the New Common Stock, including the Rights
Offering Shares, pursuant to this Agreement, the Plan and the Rights Offering. 
 Section 4.30 Investment Company Act. Neither
the Company nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended. 

Section 4.31 Insurance. The Company and its Subsidiaries have insured their properties and assets against such risks and in such
amounts as are customary for companies engaged in similar businesses. All premiums due and payable in respect of material insurance policies maintained by the Company and its Subsidiaries have been paid. The Company reasonably believes that the
insurance maintained by or on behalf of the Company and its Subsidiaries is adequate in all material respects. As of the date hereof, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received notice from any
insurer or agent of such insurer with respect to any material insurance policies of the Company and its Subsidiaries of cancellation or termination of such policies, other than such notices which are received in the ordinary course of business or
for policies that have expired in accordance with their terms. 
 Section 4.32 Alternative Transactions. As of the date hereof,
neither the Company nor any of its Subsidiaries is pursuing, or in discussions regarding, any solicitation, offer, or proposal from any Person concerning any actual or proposed Alternative Transaction. 

ARTICLE V 
 REPRESENTATIONS AND
WARRANTIES OF THE COMMITMENT PARTIES 
 Each Commitment Party represents and warrants as to itself only (unless otherwise set forth
herein, as of the date of this Agreement and as of the Closing Date) as set forth below. 
 Section 5.1 Incorporation. Such
Commitment Party is a legal entity duly organized, validly existing and, if applicable, in good standing (or the equivalent thereof) under the Laws of its jurisdiction of incorporation or organization. 

Section 5.2 Corporate Power and Authority. Such Commitment Party has the requisite power and authority (corporate or otherwise)
to enter into, execute and deliver this Agreement and each other Transaction Agreements to which such Commitment Party is a party and to perform its obligations hereunder and thereunder and has taken all necessary action (corporate or otherwise)
required for the due authorization, execution, delivery and performance by it of this Agreement and the other Transaction Agreements. 

  
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 Section 5.3 Execution and Delivery. This Agreement and each other Transaction
Agreement to which such Commitment Party is a party (a) has been, or prior to its execution and delivery will be, duly and validly executed and delivered by such Commitment Party and (b) upon entry of the Approval Order and assuming due
and valid execution and delivery hereof and thereof by the Company and the other Debtors (as applicable), will constitute valid and legally binding obligations of such Commitment Party, enforceable against such Commitment Party in accordance with
their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar Laws limiting creditors’ rights generally or by equitable principles relating to enforceability. 

Section 5.4 No Conflict. Assuming that the consents referred to in clauses (a) and (b) of Section 5.5 are
obtained, the execution and delivery by such Commitment Party of this Agreement and each other Transaction Agreement to which such Commitment Party is a party, the compliance by such Commitment Party with all of the provisions hereof and thereof and
the consummation of the transactions contemplated herein and therein (a) will not conflict with, or result in breach, modification, termination or violation of, any of the terms or provisions of, or constitute a default under (with or without
notice or lapse of time or both), or result in the acceleration of, or the creation of any Lien under, any Contract to which such Commitment Party is party or is bound or to which any of the property or assets or such Commitment Party are subject,
(b) will not result in any violation of the provisions of the certificate of incorporation or bylaws (or comparable constituent documents) of such Commitment Party and (c) will not result in any material violation of any Law or Order
applicable to such Commitment Party or any of its properties, except in each of the cases described in clauses (a) or (c), for any conflict, breach, modification, violation, default, acceleration or Lien which would not reasonably be
expected, individually or in the aggregate, to prohibit or materially and adversely impact such Commitment Party’s performance of its obligations under this Agreement. 

Section 5.5 Consents and Approvals. No consent, approval, authorization, Order, registration or qualification of or with any
Governmental Entity having jurisdiction over such Commitment Party or any of its properties is required for the execution and delivery by such Commitment Party of this Agreement and each other Transaction Agreement to which such Commitment Party is
a party, the compliance by such Commitment Party with the provisions hereof and thereof and the consummation of the transactions (including the purchase by such Commitment Party of its Backstop Commitment Percentage of the Unsubscribed Shares and
its portion of the Rights Offering Shares) contemplated herein and therein, except (a) any consent, approval, authorization, Order, registration or qualification which, if not made or obtained, would not reasonably be expected, individually or
in the aggregate, to prohibit or materially and adversely impact such Commitment Party’s performance of its obligations under this Agreement and each other Transaction Agreement to which such Commitment Party is a party and (b) filings,
notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable waiting periods under any Antitrust Laws in connection with the transactions contemplated by this Agreement. 

  
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 Section 5.6 No Registration. Such Commitment Party understands that (a) the
Unsubscribed Shares and any shares of New Common Stock issued to such Commitment Party in satisfaction of the Commitment Premium, have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of
the Securities Act, the availability of which depends on, among other things, the bona fide nature of the investment intent and the accuracy of such Commitment Party’s representations as expressed herein or otherwise made pursuant hereto, and
(b) the foregoing shares cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available. 

Section 5.7 Purchasing Intent. Such Commitment Party is acquiring the Unsubscribed Shares and any shares of New Common Stock
issued to such Commitment Party in satisfaction of the Commitment Premium, for its own account or accounts or funds over which it holds voting discretion, not otherwise as a nominee or agent, and not otherwise with the view to, or for resale in
connection with, any distribution thereof not in compliance with applicable securities Laws, and such Commitment Party has no present intention of selling, granting any other participation in, or otherwise distributing the same, except in compliance
with applicable securities Laws. 
 Section 5.8 Sophistication; Investigation. Such Commitment Party has such knowledge and
experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Unsubscribed Shares and any shares of New Common Stock issued to such Commitment Party in satisfaction of the Commitment
Premium. Such Commitment Party is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act and a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act. Such
Commitment Party understands and is able to bear any economic risks associated with such investment (including the necessity of holding such shares for an indefinite period of time). Except for the representations and warranties expressly set forth
in this Agreement or any other Transaction Agreement, such Commitment Party disclaims reliance on any representations or warranties, either express or implied, by or on behalf of the Company or any of its Subsidiaries. 

Section 5.9 No Broker’s Fees. Such Commitment Party is not a party to any Contract with any Person (other than the
Transaction Agreements and any Contract giving rise to the Expense Reimbursement hereunder) that would give rise to a valid claim against the Company or any of its Subsidiaries for a brokerage commission, finder’s fee or like payment in
connection with the Rights Offering or the sale of the Unsubscribed Shares. 
 Section 5.10 Note Claims. 

(a) As of the date hereof, such Commitment Party and its Affiliates (to the extent of such Commitment Party’s knowledge) were,
collectively, the beneficial owner of, or the investment advisor or manager for the beneficial owner of, at least the aggregate principal amount of Note Claims as set forth opposite such Commitment Party’s name under the column titled
“Note Claims” on Schedule 2 attached hereto. 
 (b) As of the date hereof, such Commitment Party or its applicable
Affiliates has the full power to vote, dispose of and compromise at least the aggregate principal amount of the Note Claims set forth opposite such Commitment Party’s name under the column titled “Note Claims” on
Schedule 2 attached hereto. 

  
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 (c) As of the date hereof, such Commitment Party has not entered into any Contract to Transfer,
in whole or in part, any portion of its right, title or interest in such Note Claims where such Transfer would prohibit such Commitment Party from complying with the terms of this Agreement or the Restructuring Support Agreement. 

Section 5.11 Arm’s-Length. Such Commitment Party acknowledges and agrees that (a) the Company and its Subsidiaries are
acting solely in the capacities of arm’s-length contractual counterparties to such Commitment Party with respect to the transactions contemplated hereby (including in connection with determining the terms of the Rights Offering) and not as a
financial advisor or a fiduciary to, or an agent of, such Commitment Party and (b) neither the Company nor any of its Subsidiaries is advising such Commitment Party as to any legal, tax, investment, accounting or regulatory matters in any
jurisdiction. 
 ARTICLE VI 

ADDITIONAL COVENANTS 

Section 6.1 Orders Generally. The Company shall support and make commercially reasonable efforts, consistent with the
Restructuring Support Agreement, to (a) obtain the entry of the Approval Order, the Plan Solicitation Order, the Confirmation Order, and the DIP Orders, and (b) cause the Approval Order, the Plan Solicitation Order, the Confirmation Order,
and the DIP Orders to become Final Orders (and request that such Orders become Final Orders effective immediately upon entry by the Bankruptcy Court pursuant to a waiver of Rules 3020 and 6004(h) of the Bankruptcy Rules, as applicable), in each
case, as soon as reasonably practicable, consistent with the Bankruptcy Code, the Bankruptcy Rules, and the Restructuring Support Agreement, following the filing of the respective motion seeking entry of such Orders. The Company shall provide to
each of the Commitment Parties and its counsel copies of the proposed motions seeking entry of the Approval Order, the Plan Solicitation Order, the Confirmation Order, and the DIP Orders (together with the proposed Plan Solicitation Order and the
DIP Orders), and a reasonable opportunity to review and comment on such motions and such Orders prior to such motions and such Orders being filed with the Bankruptcy Court, and such motions and such Order must be in form and substance reasonably
satisfactory to the Requisite Commitment Parties and the Company. Unless otherwise determined by the Requisite Commitment Parties, counsel to the Commitment Parties will provide the Company and its counsel with copies of the proposed Approval Order,
and a reasonable opportunity to review and comment on such Orders prior to such Orders being filed with the Bankruptcy Court, and such Orders shall be in form and substance reasonably satisfactory to the Requisite Commitment Parties and the Company.
Any amendments, modifications, changes, or supplements to any of the Approval Order, Plan Solicitation Order, Confirmation Order, and DIP Orders, and any of the motions seeking entry of such Orders, shall be in form and substance reasonably
satisfactory to the Requisite Commitment Parties and the Company. 

  
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 Section 6.2 Confirmation Order; Plan and Disclosure Statement. The Debtors shall use
their commercially reasonable efforts to obtain entry of the Confirmation Order. The Company shall provide to each of the Commitment Parties and its counsel a copy of the proposed Plan and the Disclosure Statement and any proposed amendment,
modification, supplement or change to the Plan or the Disclosure Statement, and a reasonable opportunity to review and comment on such documents, and each such amendment, modification, supplement or change to the Plan or the Disclosure Statement
must be in form and substance reasonably satisfactory to each of the Requisite Commitment Parties and the Company. The Company shall provide to each of the Commitment Parties and its counsel a copy of the proposed Confirmation Order (together with
copies of any briefs, pleadings and motions related thereto), and a reasonable opportunity to review and comment on such Order, briefs, pleadings and motions prior to such Order, briefs, pleadings and motions being filed with the Bankruptcy Court,
and such Order, briefs, pleadings and motions must be in form and substance reasonably satisfactory to each of the Requisite Commitment Parties and the Company. 

Section 6.3 Conduct of Business. Except as expressly set forth in this Agreement or in the Restructuring Support Agreement
or with the prior written consent of Requisite Commitment Parties (requests for which, including related information, shall be directed to the counsel and financial advisors to the Ad Hoc Committee), during the period from the date of this Agreement
to the earlier of the Closing Date and the date on which this Agreement is terminated in accordance with its terms (the “Pre-Closing Period”), (a) the Company shall, and shall cause each of its Subsidiaries to, carry on
its business in the ordinary course and use its commercially reasonable efforts to: (i) preserve intact its business, (ii) keep available the services of its officers and employees, (iii) preserve its material relationships with
customers, suppliers, licensors, licensees, distributors and others having material business dealings with the Company or its Subsidiaries in connection with their business, and (iv) file Company SEC Documents within the time periods required
under the Exchange Act, in each case in accordance with ordinary course practices, and (b) the Company shall not, and shall not permit any of its Subsidiaries to, enter into any transaction that is material to their business other than
(A) transactions in the ordinary course of business to the extent necessary to conduct operations of the Company and its Subsidiaries, as applicable, in a manner consistent with the financial and business projections provided to the Commitment
Parties prior to the date hereof, (B) other transactions after prior notice to the Commitment Parties to implement tax planning which transactions are not reasonably expected to materially adversely affect any Commitment Party and
(C) transactions expressly contemplated by the Transaction Agreements. 
 For the avoidance of doubt, the following shall be deemed to
occur outside of the ordinary course of business of the Company and shall require the prior written consent of the Requisite Commitment Parties unless the same would otherwise be permissible under the preceding clause (B) or (C): (1) any
amendment, modification, termination, waiver, supplement, restatement or other change to any Material Contract or any assumption of any Material Contract in connection with the Chapter 11 Cases (other than any Material Contracts that are otherwise
addressed by clause (3) below), (2) entry into, or any amendment, modification, waiver, supplement or other change to, any employment agreement to which the Company or any of its Subsidiaries is a party or any assumption of any such
employment agreement in connection with the Chapter 11 Cases, and (3) the adoption or amendment of any management incentive or equity plan by any of the Debtors except for the new management incentive plan in accordance with the Restructuring
Term Sheet. Except as otherwise provided in this Agreement, nothing in this Agreement shall give the Commitment Parties, directly or indirectly, any right to control or direct the operations of the Company and its Subsidiaries. Prior to the Closing
Date, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the business of the Company and its Subsidiaries. 

  
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 Section 6.4 Access to Information; Confidentiality. 

(a) Subject to applicable Law and Section 6.4(b), upon reasonable notice during the Pre-Closing Period, the Company shall (and
shall cause its Subsidiaries to) afford the Commitment Parties and their Representatives upon request reasonable access, during normal business hours and without unreasonable disruption or interference with the Company’s and its
Subsidiaries’ business or operations, to the Company’s and its Subsidiaries’ employees, properties, books, Contracts and records and, during the Pre-Closing Period, the Company shall (and shall cause its Subsidiaries to) furnish
promptly to such parties all reasonable information concerning the Company’s and its Subsidiaries’ business, properties and personnel as may reasonably be requested by any such party, provided that the foregoing shall not require
the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would cause the Company or any of its Subsidiaries to violate any of their respective obligations with respect to
confidentiality to a third party if the Company shall have used its commercially reasonable efforts to obtain, but failed to obtain, the consent of such third party to such inspection or disclosure, (ii) to disclose any legally privileged
information of the Company or any of its Subsidiaries or (iii) to violate any applicable Laws or Orders. All requests for information and access made in accordance with this Section 6.4 shall be directed to an executive officer of
the Company or such Person as may be designated by the Company’s executive officers. 
 (b) From and after the date hereof until the
date that is one (1) year after the expiration of the Pre-Closing Period, each Commitment Party shall, and shall cause its Representatives to, (i) keep confidential and not provide or disclose to any Person any documents or information
received or otherwise obtained by such Commitment Party or its Representatives pursuant to Section 6.4(a), Section 6.5 or in connection with a request for approval pursuant to Section 6.3 (except that provision or
disclosure may be made to any Affiliate or Representative of such Commitment Party who needs to know such information for purposes of this Agreement or the other Transaction Agreements and who agrees to observe the terms of this
Section 6.4(b) (and such Commitment Party will remain liable for any breach of such terms by any such Affiliate or Representative)), and (ii) not use such documents or information for any purpose other than in connection with this
Agreement or the other Transaction Agreements or the transactions contemplated hereby or thereby. Notwithstanding the foregoing, the immediately preceding sentence shall not apply in respect of documents or information that (A) is now or
subsequently becomes generally available to the public through no violation of this Section 6.4(b), (B) becomes available to a Commitment Party or its Representatives on a non-confidential
basis from a source other than the Company or any of its Subsidiaries or any of their respective Representatives, (C) becomes available to a Commitment Party or its Representatives through document production or discovery in connection with the
Chapter 11 Cases or other judicial or administrative process, but subject to any confidentiality restrictions imposed by the Chapter 11 Cases or other such process, or (D) such Commitment Party or any Representative thereof is required to
disclose pursuant to judicial or administrative 

  
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process or pursuant to applicable Law or applicable securities exchange rules; provided, that, such Commitment Party or such Representative shall provide the Company with prompt written
notice of such legal compulsion and cooperate with the Company to obtain a protective Order or similar remedy to cause such information or documents not to be disclosed, including interposing all available objections thereto, at the Company’s
sole cost and expense; provided, further, that, in the event that such protective Order or other similar remedy is not obtained, the disclosing party shall furnish only that portion of such information or documents that is legally
required to be disclosed and shall exercise its commercially reasonable efforts (at the Company’s sole cost and expense) to obtain assurance that confidential treatment will be accorded such disclosed information or documents. 

Section 6.5 Financial Information. 

(a) During the Pre-Closing Period, the Company shall deliver to the counsel and financial advisors to the Ad Hoc Committee, and to each
Commitment Party that so requests, all statements and reports the Company is required to deliver to the DIP Agent pursuant to Section 5.01 of the DIP Credit Agreement (as in effect on the date hereof) (the “Financial
Reports”). Neither any waiver by the parties to the DIP Credit Agreement of their right to receive the Financial Reports nor any amendment or termination of the DIP Credit Agreement shall affect the Company’s obligation to
deliver the Financial Reports to the Commitment Parties in accordance with the terms of this Agreement. 
 (b) Information required to be
delivered pursuant to Section 5.01 of the DIP Credit Agreement (as in effect on the date hereof) shall be deemed to have been delivered in accordance with Section 6.5(a) on the date on which the Company provides written notice
to the counsel and financial advisors to the Ad Hoc Committee, and to each Commitment Party that so requests, such information that such information is available via the EDGAR system of the SEC on the internet (to the extent such information has
been posted or is available as described in such notice). 
 (c) Each Commitment Party agrees that all information and reports delivered
pursuant to this Section 6.5 shall be subject to the provisions of Section 6.4(b). 
 Section 6.6
Commercially Reasonable Efforts. 
 (a) Without in any way limiting any other respective obligation of the Company or any Commitment
Party in this Agreement, each Party shall use commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable in order to consummate and make effective the
transactions contemplated by this Agreement and the Plan, including using commercially reasonable efforts in: 
 (i) timely
preparing and filing all documentation reasonably necessary to effect all necessary notices, reports and other filings of such Person and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations
necessary or advisable to be obtained from any third party or Governmental Entity; 

  
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 (ii) defending any Legal Proceedings in any way challenging (A) this
Agreement, the Plan or any other Transaction Agreement, (B) the Approval Order, the Plan Solicitation Order, the Confirmation Order or the DIP Orders or (C) the consummation of the transactions contemplated hereby and thereby, including
seeking to have any stay or temporary restraining Order entered by any Governmental Entity vacated or reversed; and 
 (iii)
working together in good faith to finalize the Reorganized Company Corporate Documents, Transaction Agreements and all other documents relating thereto for timely inclusion in the Plan and filing with the Bankruptcy Court. 

(b) Subject to applicable Laws relating to the exchange of information, and in accordance with the Restructuring Support Agreement, the
Commitment Parties and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other on all of the information relating to Commitment Parties or the Company, as the case may be, and any of
their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement or the Plan; provided,
however, that the Commitment Parties are not required to provide for review in advance declarations or other evidence submitted in connection with any filing with the Bankruptcy Court. In exercising the foregoing rights, the Parties shall act
as reasonably and as promptly as practicable. 
 (c) Without limitation to Sections 6.1 and 6.2, to the extent exigencies
permit, the Company shall provide or cause to be provided a draft of all motions, applications, pleadings, schedules, Orders, reports or other material papers (including all material memoranda, exhibits, supporting affidavits and evidence and other
supporting documentation) in the Chapter 11 Cases relating to or affecting the Transaction Agreements in accordance with the Restructuring Support Agreement. All such motions, applications, pleadings, schedules, Orders, reports and other material
papers shall be in form and substance reasonably satisfactory to each of the Requisite Commitment Parties and the Company. 
 (d) Nothing
contained in this Section 6.6(d) shall limit the ability of any Commitment Party to consult with the Debtors, to appear and be heard, or to file objections, concerning any matter arising in the Chapter 11 Cases to the extent not
inconsistent with the Restructuring Support Agreement. 
 Section 6.7 Registration Rights Agreement; Reorganized Company Corporate
Documents; Rights Offering Procedures. 
 (a) The Plan will provide that from and after the Closing Date each Commitment Party receiving
New Common Stock that are “control” or “restricted” securities shall be entitled to registration rights pursuant to a registration rights agreement, which agreement shall be in form and substance consistent with the terms set
forth in the Restructuring Term Sheet and otherwise reasonably acceptable to the Requisite Commitment Parties and the Company (the “Registration Rights Agreement”). A form of the Registration Rights Agreement shall be filed
with the Bankruptcy Court as part of the Plan Supplement or an amendment thereto. 

  
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 (b) The Plan will provide that on the Effective Date the Reorganized Company Corporate Documents
will be approved, adopted and effective. Forms of the Reorganized Company Corporate Documents shall be filed with the Bankruptcy Court as part of the Plan Supplement or an amendment thereto. 

Section 6.8 Blue Sky. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably
determine is necessary in order to obtain an exemption for, or to qualify the Unsubscribed Shares issued hereunder, sale to the Commitment Parties at the Closing Date pursuant to this Agreement under applicable securities and “Blue Sky”
Laws of the states of the United States (or to obtain an exemption from such qualification) and any applicable foreign jurisdictions, and shall provide evidence of any such action so taken to the Commitment Parties on or prior to the Closing Date.
The Company shall timely make all filings and reports relating to the offer and sale of the Unsubscribed Shares issued hereunder required under applicable securities and “Blue Sky” Laws of the states of the United States following the
Closing Date. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 6.8. 

Section 6.9 DTC Eligibility. Unless otherwise requested by the Requisite Commitment Parties, the Company shall use commercially
reasonable efforts to promptly make, when applicable from time to time after the Closing, all Unlegended Shares eligible for deposit with The Depository Trust Company. “Unlegended Shares” means any shares of New Common Stock
acquired by the Commitment Parties and their respective Affiliates (including any Related Purchaser or Ultimate Purchaser in respect thereof) pursuant to this Agreement and the Plan, including all shares issued to the Commitment Parties and their
respective Affiliates in connection with the Rights Offering, that do not require, or are no longer subject to, the Legend. 

Section 6.10 Use of Proceeds. The Debtors will apply the proceeds from the exercise of the Subscription Rights and the sale of
the Unsubscribed Shares for the purposes identified in the Disclosure Statement and the Plan. 
 Section 6.11 Share Legend.
Each certificate evidencing all shares of New Common Stock issued hereunder, including any certificate evidencing shares of New Common Stock that may be issued in satisfaction of the Commitment Premium as provided herein, and each certificate issued
in exchange for or upon the Transfer of any such shares, shall be stamped or otherwise imprinted with a legend (the “Legend”) in substantially the following form: 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM
REGISTRATION THEREUNDER.” 

  
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 In the event that any such shares are uncertificated, such shares shall be subject to a restrictive notation
substantially similar to the Legend in the stock ledger or other appropriate records maintained by the Company or agent and the term “Legend” shall include such restrictive notation. The Company shall remove the Legend (or restrictive
notation, as applicable) set forth above from the certificates evidencing any such shares (or the stock ledger or other appropriate Company records, in the case of uncertified shares), upon request, at any time after the restrictions described in
such Legend cease to be applicable, including, as applicable, when such shares may be sold under Rule 144 of the Securities Act. The Company may reasonably request such opinions, certificates or other evidence that such restrictions no longer apply
as a condition to removing the Legend. 
 Section 6.12 Antitrust Approval. 

(a) Each Party agrees to use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary to consummate and make effective the transactions contemplated by this Agreement, the Plan and the other Transaction Agreements, including (i) if applicable, filing, or causing to be filed, the Notification and Report Form
pursuant to the HSR Act with respect to the transactions contemplated by this Agreement with the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission and any filings (or, if required by any
Antitrust Authority, any drafts thereof) under any other Antitrust Laws that are necessary to consummate and make effective the transactions contemplated by this Agreement as soon as reasonably practicable and no later than fifteen
(15) Business Days following the date hereof and (ii) promptly furnishing documents or information reasonably requested by any Antitrust Authority. 

(b) The Company and each Commitment Party subject to an obligation pursuant to the Antitrust Laws to notify any transaction contemplated by
this Agreement, the Plan or the other Transaction Agreements that has notified the Company in writing of such obligation (each such Commitment Party, a “Filing Party”) agree to reasonably cooperate with each other as to the
appropriate time of filing such notification and its content. The Company and each Filing Party shall, to the extent permitted by applicable Law: (i) promptly notify each other of, and if in writing, furnish each other with copies of (or, in
the case of material oral communications, advise each other orally of) any communications from or with an Antitrust Authority; (ii) not participate in any meeting with an Antitrust Authority unless it consults with each other Filing Party and
the Company, as applicable, in advance and, to the extent permitted by the Antitrust Authority and applicable Law, give each other Filing Party and the Company, as applicable, a reasonable opportunity to attend and participate thereat;
(iii) furnish each other Filing Party and the Company, as applicable, with copies of all correspondence and communications between such Filing Party or the Company and the Antitrust Authority; (iv) furnish each other Filing Party with such
necessary information and reasonable assistance as may be reasonably necessary in connection with the preparation of necessary filings or submission of information to the Antitrust Authority; and (v) not withdraw its filing, if any, under the
HSR Act without the prior written consent of the Requisite Commitment Parties and the Company. 

  
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 (c) Should a Filing Party be subject to an obligation under the Antitrust Laws to jointly notify
with one or more other Filing Parties (each, a “Joint Filing Party”) any transaction contemplated by this Agreement, the Plan or the other Transaction Agreements, such Joint Filing Party shall promptly notify each other Joint
Filing Party of, and if in writing, furnish each other Joint Filing Party with copies of (or, in the case of material oral communications, advise each other Joint Filing Party orally of) any communications from or with an Antitrust Authority. 

(d) The Company and each Filing Party shall use their commercially reasonable efforts to obtain all authorizations, approvals, consents, or
clearances under any applicable Antitrust Laws or to cause the termination or expiration of all applicable waiting periods under any Antitrust Laws in connection with the transactions contemplated by this Agreement at the earliest possible date
after the date of filing. The communications contemplated by this Section 6.12 may be made by the Company or a Filing Party on an outside counsel-only basis or subject to other agreed upon confidentiality safeguards. The obligations in
this Section 6.12 shall not apply to filings, correspondence, communications or meetings with Antitrust Authorities unrelated to the transactions contemplated by this Agreement, the Plan or the other Transaction Agreements. 

Section 6.13 Alternative Transactions. The Company and the other Debtors shall not seek, solicit, or support any Alternative
Transaction; provided, however, that nothing in this Section 6.13 shall limit the Parties’ ability to engage in marketing efforts, discussions, and/or negotiations with any party regarding refinancing of the Exit
Facility to be consummated following the Effective Date; provided, further, that (i) if any of the Debtors receive a proposal or expression of interest regarding any Alternative Transaction from the RSA Effective Date until the
occurrence of a Termination Date, the Debtors shall promptly notify counsel to the other parties to the Restructuring Support Agreement of any such proposal or expression of interest, with such notice to include the material terms thereof, including
(unless prohibited by a separate agreement) the identity of the person or group of persons involved, and (ii) the Debtors shall promptly furnish counsel to the parties to the Restructuring Support Agreement with copies of any written offer,
oral offer, or any other information that they receive relating to the foregoing and shall promptly inform counsel to the parties to the Restructuring Support Agreement of any material changes to such proposals. The Debtors shall not enter into any
confidentiality agreement with a party interested in an Alternative Transaction unless such party consents to identifying and providing to counsel to the parties to the Restructuring Support Agreement (under a reasonably acceptable confidentiality
agreement) the information contemplated under Section 6(b) of the Restructuring Support Agreement. 
 Section 6.14 Hedging
Arrangements. The Company (or its relevant Subsidiaries) will use all good faith reasonable efforts necessary to implement a hedging program that is reasonably acceptable to the Minimum Commitment Parties (an “Acceptable Hedging
Program”) as promptly as practicable and to maintain such program through the Closing Date. 

  
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 ARTICLE VII 

CONDITIONS TO THE OBLIGATIONS OF THE PARTIES 

Section 7.1 Conditions to the Obligations of the Commitment Parties. The obligations of each Commitment Party to consummate the
transactions contemplated hereby shall be subject to (unless waived in accordance with Section 7.2) the satisfaction of the following conditions prior to or at the Closing: 

(a) Approval Order. The Bankruptcy Court shall have entered the Approval Order and such Order shall be a Final Order. 

(b) Plan Solicitation Order. The Bankruptcy Court shall have entered the Plan Solicitation Order, and such Order shall be a Final Order.

 (c) Confirmation Order. The Bankruptcy Court shall have entered the Confirmation Order in form and substance reasonably
satisfactory to the Requisite Commitment Parties, and such Order shall be a Final Order. 
 (d) DIP Orders. The Bankruptcy Court shall
have entered the DIP Orders, and such Orders shall be Final Orders. 
 (e) Plan. The Company and all of the other Debtors shall have
complied, in all material respects, with the terms of the Plan that are to be performed by the Company and the other Debtors on or prior to the Effective Date and the conditions to the occurrence of the Effective Date (other than any conditions
relating to occurrence of the Closing) set forth in the Plan shall have been satisfied or waived in accordance with the terms of the Plan. 

(f) Rights Offering; Rights Offering Procedures. The Rights Offering and Rights Offering Procedures shall have been conducted, in all
material respects, in accordance with the Plan Solicitation Order and this Agreement, and the Rights Offering Expiration Time shall have occurred. 

(g) Effective Date. The Effective Date shall have occurred, or shall be deemed to have occurred concurrently with the Closing, as
applicable, in in accordance with the terms and conditions in the Plan and in the Confirmation Order. 
 (h) Registration Rights
Agreement; Reorganized Company Corporate Documents. 
 (i) The Registration Rights Agreement shall have been executed and
delivered by the Company, shall otherwise have become effective with respect to the Commitment Parties and the other parties thereto, and shall be in full force and effect. 

(ii) The Reorganized Company Corporate Documents shall duly have been approved and adopted and shall be in full force and
effect. 

  
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 (i) Expense Reimbursement. The Debtors shall have paid all Expense Reimbursement accrued
through the Closing Date pursuant to Section 3.3. 
 (j) Consents. All governmental and third-party notifications,
filings, consents, waivers and approvals set forth on Schedule 3 and required for the consummation of the transactions contemplated by this Agreement and the Plan shall have been made or received. 

(k) Antitrust Approvals. All waiting periods imposed by any Governmental Entity or Antitrust Authority in connection with the
transactions contemplated by this Agreement shall have terminated or expired and all authorizations, approvals, consents or clearances under the Antitrust Laws in connection with the transactions contemplated by this Agreement shall have been
obtained. 
 (l) No Legal Impediment to Issuance. No Law or Order shall have been enacted, adopted or issued by any Governmental
Entity that prohibits the implementation of the Plan or the transactions contemplated by this Agreement; 
 (m) Representations and
Warranties. 
 (i) The representations and warranties of the Debtors contained in Sections 4.11 and 4.29
shall be true and correct in all respects on and as of the Closing Date with the same effect as if made on and as of the Closing Date (except for such representations and warranties made as of a specified date, which shall be true and correct only
as of the specified date). 
 (ii) The representations and warranties of the Debtors contained in Sections 4.2,
4.3, 4.4, 4.5, and 4.6(b) shall be true and correct in all material respects on and as of the Closing Date after giving effect to the Plan with the same effect as if made on and as of the Closing Date after giving effect
to the Plan (except for such representations and warranties made as of a specified date, which shall be true and correct in all material respects only as of the specified date). 

(iii) The representations and warranties of the Debtors contained in this Agreement other than those referred to in clauses
(i) and (ii) above shall be true and correct (disregarding all materiality or Material Adverse Effect qualifiers) on and as of the Closing Date after giving effect to the Plan with the same effect as if made on and as of the Closing Date
after giving effect to the Plan (except for such representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except where the failure to be so true and correct does not constitute,
individually or in the aggregate, a Material Adverse Effect. 
 (n) Covenants. The Debtors shall have performed and complied, in all
material respects, with all of their respective covenants and agreements contained in this Agreement that contemplate, by their terms, performance or compliance prior to the Closing Date. 

  
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 (o) Material Adverse Effect. Since the date of this Agreement, there shall not have
occurred, and there shall not exist, any event, development, occurrence or change that constitutes, individually or in the aggregate, a Material Adverse Effect. 

(p) Officer’s Certificate. The Commitment Parties shall have received on and as of the Closing Date a certificate of the chief
executive officer or chief financial officer of the Company confirming that the conditions set forth in Sections 7.1(m), (n), and (o) have been satisfied. 

(q) Funding Notice. The Noteholders shall have received the Funding Notice. 

(r) Exit Facility Borrowing Base. The Exit Facility Term Sheet and the Exit Facility Commitment Letters shall be in effect that provide
for an initial borrowing base limit in the Exit Facility of no less than $128,000,000. 
 (s) Key Contracts. The assumption or
rejection (in each case, pursuant to section 365 of the Bankruptcy Code) and/or amendment of the Contracts described in Section 1.1 of the Company Disclosure Schedules as of the Closing Date and the liabilities of the Reorganized Debtors
with respect to such Contracts shall, in the aggregate, be reasonably satisfactory to the Requisite Commitment Parties. 
 Section 7.2
Waiver of Conditions to Obligations of Commitment Parties. All or any of the conditions set forth in Section 7.1 may only be waived in whole or in part with respect to all Commitment Parties by a written instrument executed by the
Requisite Commitment Parties in their sole discretion and if so waived, all Commitment Parties shall be bound by such waiver. 

Section 7.3 Conditions to the Obligations of the Debtors. The obligations of the Debtors to consummate the transactions
contemplated hereby with the Commitment Parties is subject to (unless waived by the Company) the satisfaction of each of the following conditions: 

(a) Approval Order. The Bankruptcy Court shall have entered the Approval Order and such Order shall be a Final Order. 

(b) Plan Solicitation Order. The Bankruptcy Court shall have entered the Plan Solicitation Order, and such Order shall be a Final Order.

 (c) Confirmation Order. The Bankruptcy Court shall have entered the Confirmation Order, and such Order shall be a Final Order. 

(d) DIP Orders. The Bankruptcy Court shall have entered the DIP Orders, and such Orders shall be Final Orders. 

(e) Effective Date. The Effective Date shall have occurred in accordance with the terms and conditions in the Plan and in the
Confirmation Order. 

  
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 (f) Rights Offering. The Rights Offering Expiration Time shall have occurred. 

(g) Antitrust Approvals. All waiting periods imposed by any Governmental Entity or Antitrust Authority in connection with the
transactions contemplated by this Agreement shall have terminated or expired and all authorizations, approvals, consents or clearances under the Antitrust Laws in connection with the transactions contemplated by this Agreement shall have been
obtained. 
 (h) No Legal Impediment to Issuance. No Law or Order shall have been enacted, adopted or issued by any Governmental
Entity that prohibits the implementation of the Plan or the transactions contemplated by this Agreement. 
 (i) Representations and
Warranties. 
 (i) The representations and warranties of the Commitment Parties contained in this Agreement that are
qualified by “materiality” or “material adverse effect” or words or similar import shall be true and correct in all respects on and as of the Closing Date with the same effect as if made on and as of the Closing Date (except for
such representations and warranties made as of a specified date, which shall be true and correct in all respects only as of the specified date). 

(ii) The representations and warranties of the Commitment Parties contained in this Agreement that are not qualified by
“materiality” or “material adverse effect” or words or similar import shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of the Closing Date (except for such
representations and warranties made as of a specified date, which shall be true and correct in all material respects only as of the specified date). 

(j) Covenants. The Commitment Parties shall have performed and complied, in all material respects, with all of their covenants and
agreements contained in this Agreement and in any other document delivered pursuant to this Agreement. 
 (k) Officer’s
Certificate. Upon request of the Company, the Debtors shall have received on and as of the Closing Date a certificate of an executive officer or other authorized signatory of each of the Commitment Parties confirming that the conditions set
forth in Section 7.3(i) and (j) have been satisfied. 
 ARTICLE VIII 

INDEMNIFICATION AND CONTRIBUTION 

Section 8.1 Indemnification Obligations. Following the entry of the Approval Order, the Company and the other Debtors (the
“Indemnifying Parties” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general
partners, 

  
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managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages,
liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any
such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment
Premium or the Termination Fee or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto,
whether or not such proceedings are brought by the Company, the other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such
documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to
serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of
whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses
(a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment
of a court of competent jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person. 

Section 8.2 Indemnification Procedure. Promptly after receipt by an Indemnified Person of notice of the
commencement of any claim, challenge, litigation, investigation or proceeding (an “Indemnified Claim”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party in respect thereof,
notify the Indemnifying Party in writing of the commencement thereof; provided, that (a) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have hereunder except to the
extent it has been materially prejudiced by such failure and (b) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to such Indemnified Person otherwise than on account
of this Article VIII. In case any such Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and,
at its election by providing written notice to such Indemnified Person, the Indemnifying Party will be entitled to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided, that if the parties
(including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified
Person that are different from or additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such
Indemnified Claims. Upon receipt of notice from the Indemnifying Party to such Indemnified Person of its election to so assume the defense of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying
Party shall not be  

  
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liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof or participation therein (other than reasonable costs of investigation)
unless (i) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being
understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (in addition to one local counsel in each
jurisdiction in which local counsel is required)), (ii) the Indemnifying Party shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a reasonable time after the Indemnifying
Party has received notice of commencement of the Indemnified Claims from, or delivered on behalf of, the Indemnified Person, (iii) after the Indemnifying Party assumes the defense of the Indemnified Claims, the Indemnified Person determines in
good faith that the Indemnifying Party has failed or is failing to defend such claim and provides written notice of such determination and the basis for such determination, and such failure is not reasonably cured within ten (10) Business Days
of receipt of such notice, or (iv) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person. Notwithstanding anything herein to the contrary, the Company and its Subsidiaries shall have sole
control over any Tax controversy or Tax audit and shall be permitted to settle any liability for Taxes of the Company and its Subsidiaries. 

Section 8.3 Settlement of Indemnified Claims. In connection with any Indemnified Claim for which an Indemnified Person is
assuming the defense in accordance with this Article VIII, the Indemnifying Party shall not be liable for any settlement of any Indemnified Claims effected by such Indemnified Person without the written consent of the Indemnifying Party
(which consent shall not be unreasonably withheld, conditioned or delayed). If any settlement of any Indemnified Claims is consummated with the written consent of the Indemnifying Party or if there is a final judgment for the plaintiff in any such
Indemnified Claims, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment to the extent such Losses are otherwise subject to indemnification
by the Indemnifying Party hereunder in accordance with, and subject to the limitations of, this Article VIII. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or
withheld, conditioned or delayed in the Indemnified Person’s sole discretion), effect any settlement of any pending or threatened Indemnified Claims in respect of which indemnity or contribution has been sought hereunder by such Indemnified
Person unless (i) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Indemnified Claims
and (ii) such settlement does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. 

Section 8.4 Contribution. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or
insufficient to hold it harmless from Losses that are subject to indemnification pursuant to Section 8.1, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such Loss in
such proportion as is appropriate to reflect not only 

  
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the relative benefits received by the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, but also the relative fault of the Indemnifying Party, on the one hand,
and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. It is hereby agreed that the relative benefits to the Indemnifying Party, on the one hand, and all Indemnified Persons, on the other hand, shall be
deemed to be in the same proportion as (a) the total value received or proposed to be received by the Company pursuant to the issuance and sale of the Unsubscribed Shares in the Rights Offering contemplated by this Agreement and the Plan bears
to (b) the Commitment Premium paid or proposed to be paid to the Commitment Parties. The Indemnifying Parties also agree that no Indemnified Person shall have any liability based on their comparative or contributory negligence or otherwise to
the Indemnifying Parties, any Person asserting claims on behalf of or in right of any of the Indemnifying Parties, or any other Person in connection with an Indemnified Claim. 

Section 8.5 Treatment of Indemnification Payments. All amounts paid by an Indemnifying Party to an Indemnified Person under this
Article VIII shall, to the extent permitted by applicable Law, be treated as adjustments to the Per Share Purchase Price for all Tax purposes. The provisions of this Article VIII are an integral part of the transactions contemplated by
this Agreement and without these provisions the Commitment Parties would not have entered into this Agreement. The Approval Order shall provide that the obligations of the Company under this Article VIII shall constitute allowed
administrative expenses of the Debtors’ estate under sections 503(b) and 507 of the Bankruptcy Code and are payable without further Order of the Bankruptcy Court, and that the Company may comply with the requirements of this
Article VIII without further Order of the Bankruptcy Court. 
 Section 8.6 No Survival. All representations, warranties,
covenants and agreements made in this Agreement shall not survive the Closing Date except for covenants and agreements that by their terms are to be satisfied after the Closing Date, which covenants and agreements shall survive until satisfied in
accordance with their terms. 
 ARTICLE IX 

TERMINATION 

Section 9.1 Consensual Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at
any time prior to the Closing Date by mutual written consent of the Company and the Requisite Commitment Parties. 
 Section 9.2
Automatic Termination. Notwithstanding anything to the contrary in this Agreement, following the commencement of the Chapter 11 Cases and unless and until there is an unstayed Order of the Bankruptcy Court providing that the giving of notice
under and/or termination of this Agreement in accordance with its terms is not prohibited by the automatic stay imposed by section 362 of the Bankruptcy Code, and except as otherwise provided in this Section 9.2, at which point this
Agreement may be terminated by the Requisite Commitment Parties upon written notice to the Company upon the occurrence of any of the following events, this Agreement shall terminate automatically without any further action or notice by any Party at
5:00 p.m., New York City time on the fifth Business Day following the occurrence of any of the following events; provided that the Requisite Commitment Parties may waive such termination or extend any applicable dates in accordance with
Section 10.7: 

  
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 (a) the Closing Date has not occurred by 11:59 p.m., New York City time on the date that is
one hundred twenty (120) days after the Petition Date (as it may be extended pursuant to this Section 9.2(a) or Section 2.3(a), the “Outside Date”), unless prior thereto the Effective Date occurs
and the Rights Offering has been consummated; provided, that the Outside Date (i) may be waived or extended with the prior written consent of the Requisite Commitment Parties and (ii) shall automatically be extended to the extent
the Termination Date (as defined in the Exit Commitment Letters) is extended; provided, that, in no event shall the Outside Date be extended pursuant to this Section 9.2(a)(ii) beyond 5:00 p.m. (New York City time) on the
date that is one hundred fifty (150) days after the Petition Date; 
 (b) the obligations of the Consenting Noteholders under the
Restructuring Support Agreement are terminated in accordance with the terms of the Restructuring Support Agreement; 
 (c) the Company, any
of the other Debtors or any other Commitment Party files any motion, application or adversary proceeding (or any of the Company, any of the other Debtors or other Restructuring Support Party supports any such motion, application, or adversary
proceeding filed or commenced by any third party) (A) challenging the validity, enforceability, perfection, or priority of, or seeking avoidance or subordination of the Note Claims, or (B) asserting any other cause of action against and/or
with respect or relating to such claims or the prepetition liens securing such claims; 
 (d) (i) the Company or the other Debtors shall have
breached any representation, warranty, covenant or other agreement made by the Company or the other Debtors in this Agreement or any such representation or warranty shall have become inaccurate and such breach or inaccuracy would, individually or in
the aggregate, cause a condition set forth in Sections 7.1(m), (n), or (o) not to be satisfied, (ii) the Commitment Parties shall have delivered written notice of such breach or inaccuracy to the Company,
(iii) such breach or inaccuracy is not cured by the Company or the other Debtors by the tenth (10th) Business Day after receipt of such notice, and (iv) as a result of such failure to cure, any condition set forth in
Sections 7.1(m), (n), or (o) is not capable of being satisfied; provided, that, this Agreement shall not terminate automatically pursuant to this Section 9.2(d) if the Commitment Parties are
then in willful or intentional breach of this Agreement; 
 (e) any Law or final and non-appealable Order shall have been enacted, adopted or
issued by any Governmental Entity that prohibits the implementation of the Plan or the Rights Offering or the transactions contemplated by this Agreement or the other Transaction Agreements, and, by the tenth (10th) Business Day after such Law
or final and non-appealable Order shall have been enacted, adopted or issued, no relief has been obtained allowing consummation of the Rights Offering or the transactions contemplated by this Agreement and the other Transaction Agreements in a
manner that (i) does not prevent or diminish in a material way compliance with the terms of the Plan and this Agreement, or (ii) is reasonably acceptable to the Requisite Commitment Parties; 

(f) (i) the Debtors have materially breached their obligations under Section 6.13; (ii) the Bankruptcy Court approves or
authorizes an Alternative Transaction; or (iii) the Company or any of its Subsidiaries enters into any Contract providing for the consummation of any Alternative Transaction or files any motion or application seeking authority to propose, join
in or participate in the formation of, any actual or proposed Alternative Transaction; 

  
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 (g) an acceleration of the obligations or termination of commitments under the DIP Facility; 

(h) the Company or any other Debtor (i) amends or modifies, or files a pleading seeking authority to amend or modify, the Definitive
Documentation in a manner that is materially inconsistent with this Agreement; (ii) suspends or revokes the Transaction Agreements; or (iii) publicly announces its intention to take any such action listed in sub-clauses (i) and
(ii) of this subsection; 
 (i) any of the Approval Order, Plan Solicitation Order, Confirmation Order, or DIP Orders is terminated,
reversed, stayed, dismissed, vacated, or reconsidered, or any such Order is modified or amended after entry without the prior written consent of the Requisite Commitment Parties; or 

(j) the Requisite Commitment Parties determine, in their reasonable discretion, that either (i) at any time from and after May 19,
2016, the Company and its Subsidiaries do not have an Acceptable Hedging Program in place; provided, however, that such time period may be extended by the written consent of the Minimum Commitment Parties or (ii) the condition set
forth in Section 7.1(r) is not capable of being satisfied prior to Closing. 
 Section 9.3 Termination by the
Company. 
 This Agreement may be terminated by the Company upon written notice to each Commitment Party upon the occurrence of any of
the following events, subject to the rights of the Company to fully and conditionally waive, in writing, on a prospective or retroactive basis the occurrence of such event: 

(a) any Law or final and non-appealable Order shall have been enacted, adopted or issued by any Governmental Entity that prohibits the
implementation of the Plan or the Rights Offering or the transactions contemplated by this Agreement or the other Transaction Agreements, and, by the tenth (10th) Business Day after such Law or final and non-appealable Order shall have been
enacted, adopted or issued, no relief has been obtained allowing consummation of the Rights Offering or the transactions contemplated by this Agreement and the other Transaction Agreements in a manner that (i) does not prevent or diminish in a
material way compliance with the terms of the Plan and this Agreement, or (ii) is reasonably acceptable to the Requisite Commitment Parties; 

(b) subject to the right of the Commitment Parties to arrange a Commitment Party Replacement in accordance with Section 2.3(a)
(which will be deemed to cure any breach by the replaced Commitment Party pursuant to this subsection (b)), (i) any Commitment Party shall have breached any representation, warranty, covenant or other agreement made by such Commitment Party in
this Agreement or any such representation or warranty shall have become inaccurate and such breach or inaccuracy would, individually or in the aggregate, cause a condition set forth in Section 7.3(i) or Section 7.3(j) not to
be satisfied, (ii) the Company shall 

  
 52 








 
have delivered written notice of such breach or inaccuracy to such Commitment Party, (iii) such breach or inaccuracy is not cured by such Commitment Party by the tenth (10th) Business
Day after receipt of such notice, and (iv) as a result of such failure to cure, any condition set forth in Section 7.3(i) or Section 7.3(j) is not capable of being satisfied; provided, that the Company shall not
have the right to terminate this Agreement pursuant to this Section 9.3(b) if it is then in willful or intentional breach of this Agreement; 

(c) the Company or any of its Subsidiaries determines, after receiving advice from counsel, that proceeding with the Restructuring Transactions
(including, without limitation, the Plan or solicitation of the Plan) would be inconsistent with the exercise of the fiduciary duties of the board of directors or analogous governing body of the Company or such Subsidiary; provided, that,
concurrently with such termination, the Company pays the Termination Fee pursuant to Section 9.4(b)(ii); 
 (d) the Restructuring
Support Agreement is terminated in accordance with its terms; or 
 (e) the Closing Date has not occurred by the Outside Date (as the same
may be extended pursuant to Section 9.2(a) or Section 2.3(a)), unless prior thereto the Effective Date occurs and the Rights Offering has been consummated; provided, that the Company shall not have the right to
terminate this Agreement pursuant to this Section 9.3(e) if it is then in willful or intentional breach of this Agreement; 

Section 9.4 Effect of Termination. 

(a) Upon termination of this Agreement pursuant to this Article IX, this Agreement shall forthwith become void and there shall be
no further obligations or liabilities on the part of the Parties; provided, that (i) the obligations of the Debtors to pay the Expense Reimbursement pursuant to Article III, to satisfy their indemnification obligations pursuant to
Article VIII and to pay the Termination Fee pursuant to Section 9.4(b) shall survive the termination of this Agreement and shall remain in full force and effect, in each case, until such obligations have been satisfied,
(ii) the provisions set forth in this Section 9.4 and Article X shall survive the termination of this Agreement in accordance with their terms and (iii) subject to Section 10.10, nothing in this
Section 9.4 shall relieve any Party from liability for its gross negligence or any willful or intentional breach of this Agreement. For purposes of this Agreement, “willful or intentional breach” means a breach of
this Agreement that is a consequence of an act undertaken by the breaching party with the knowledge that the taking of such act would, or would reasonably be expected to, cause a breach of this Agreement. 

(b) The Debtors shall make payments to the Commitment Parties or their designees based upon their respective Backstop Commitment Percentages on
the date of payment, by wire transfer of immediately available funds to such accounts as the Requisite Commitment Parties may designate, if this Agreement is terminated as follows: 

(i) upon termination pursuant to Section 9.2(d) or Section 9.2(f), or Section 9.2(b) or
Section 9.3(d) as a result of a termination of the Restructuring Support Agreement pursuant to Section 8(c) thereof, then the Company shall pay the Termination Fee, in cash, on or prior to the second (2nd) Business Day following such termination; 

  
 53 








 (ii) if the Company shall terminate this Agreement pursuant to
Section 9.3(c), then the Company shall pay the Termination Fee, in cash, concurrently with such termination; and 

(iii) if this Agreement shall be terminated pursuant to Section 9.2 (other than clauses (d) or (f) of
Section 9.2, or by the Company pursuant to Section 9.3(c)), and, within twelve (12) months after the date of such termination, any of the Debtors executes a definitive agreement with respect to, or consummates, an
Alternative Transaction, or the Bankruptcy Court approves or authorizes an Alternative Transaction, then the Company shall pay the Termination Fee, in cash, on or prior to the second
(2nd) Business Day following such execution or consummation. 
 To the extent that all amounts due
in respect of the Termination Fee pursuant to this Section 9.4(b) have actually been paid by the Debtors to the Commitment Parties in connection with a termination of this Agreement, the Commitment Parties shall not have any additional
recourse against the Debtors for any obligations or liabilities relating to or arising from this Agreement, except for liability for gross negligence or willful or intentional breach of this Agreement pursuant to Section 9.4(a). Except
as set forth in this Section 9.4(b), the Termination Fee shall not be payable upon the termination of this Agreement. The Termination Fee shall, pursuant to the Approval Order, constitute allowed administrative expenses of the
Debtors’ estate under sections 503(b) and 507 of the Bankruptcy Code. 
 ARTICLE X 

GENERAL PROVISIONS 

Section 10.1 Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be
deemed given if delivered personally, sent via electronic facsimile (with confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the Parties at the following
addresses (or at such other address for a Party as may be specified by like notice): 
  

	 	(a)	If to the Company or any of the other Debtors: 

 Penn Virginia Corporation 

Attn: Nancy Snyder 
 Four Radnor
Corporate Center, Suite 200 
 100 Matsonford Road Radnor, PA 19087 

Tel:        (610) 687-8900 

Fax:       (610) 687-3688 

Email: nancy.snyder@pennvirginia.com 

  
 54 








 With a copy to: 

Kirkland & Ellis LLP 

Attn: Edward O. Sassower, P.C. and Brian Schartz 

601 Lexington Avenue 
 New York,
NY 10022-4611 
 Tel:        (212) 446-4800 

Fax:       (212) 446-4900 

Email: edward.sassower@kirkland.com 

brian.schartz@kirkland.com 

Kirkland & Ellis LLP 

Attn: Justin Bernbrock and Benjamin Rhode 

300 North LaSalle 
 Chicago, IL
60654 
 Tel:        (312) 862-2000 

Fax:       (312) 862-2200 

Email: justin.bernbrock@kirkland.com 

  benjamin.rhode@kirkland.com 
  

	 	(b)	If to the Commitment Parties: 

 To each Commitment Party at the addresses or e-mail addresses
set forth below the Commitment Party’s signature page to this Agreement. 
 With a copy to: 

Milbank, Tweed, Hadley & McCloy LLP 

Attn: Samuel Khalil, Brian Kinney and Bradley Friedman 

28 Liberty Street 
 New York, NY
10005-1413 
 Tel:        (212) 530-5000 

Fax:       (212) 530-5219 

Email: skhalil@milbank.com 

  bkinney@milbank.com bfriedman@milbank.com 

Section 10.2 Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under
this Agreement shall be assigned by any Party (whether by operation of Law or otherwise) without the prior written consent of the Company and the Requisite Commitment Parties, other than an assignment by a Commitment Party expressly permitted by
Section 2.3 or 2.6 and any purported assignment in violation of this Section 10.2 shall be void ab initio. Except as provided in Article VIII with respect to the Indemnified Persons, this Agreement
(including the documents and instruments referred to in this Agreement) is not intended to and does not confer upon any Person any rights or remedies under this Agreement other than the Parties. 

  
 55 








 Section 10.3 Prior Negotiations; Entire Agreement. 

(a) This Agreement (including the agreements attached as Exhibits to and the documents and instruments referred to in this Agreement)
constitutes the entire agreement of the Parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, among the Parties with respect to the subject matter of this Agreement, except that the Parties hereto
acknowledge that any confidentiality agreements heretofore executed among the Parties and the Restructuring Support Agreement (including the Restructuring Term Sheet) will each continue in full force and effect. 

(b) Notwithstanding anything to the contrary in the Plan (including any amendments, supplements or modifications thereto) or the Confirmation
Order (and any amendments, supplements or modifications thereto) or an affirmative vote to accept the Plan submitted by any Commitment Party, nothing contained in the Plan (including any amendments, supplements or modifications thereto) or
Confirmation Order (including any amendments, supplements or modifications thereto) shall alter, amend or modify the rights of the Commitment Parties under this Agreement unless such alteration, amendment or modification has been made in accordance
with Section 10.7. 
 Section 10.4 Governing Law; Venue. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO SUCH STATE’S CHOICE OF LAW PROVISIONS WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. BY ITS EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY
IRREVOCABLY AND UNCONDITIONALLY AGREES FOR ITSELF THAT ANY LEGAL ACTION, SUIT, OR PROCEEDING AGAINST IT WITH RESPECT TO ANY MATTER ARISING UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT
RENDERED IN ANY SUCH ACTION, SUIT, OR PROCEEDING, MAY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH OF THE PARTIES IRREVOCABLY ACCEPTS AND SUBMITS ITSELF TO
THE EXCLUSIVE JURISDICTION OF SUCH COURT, GENERALLY AND UNCONDITIONALLY, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING. NOTWITHSTANDING THE FOREGOING CONSENT TO NEW YORK JURISDICTION, IF THE CHAPTER 11 CASES ARE COMMENCED, EACH PARTY AGREES
THAT THE BANKRUPTCY COURT SHALL HAVE EXCLUSIVE JURISDICTION OF ALL MATTERS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. BY EXECUTING AND DELIVERING THIS AGREEMENT, AND UPON COMMENCEMENT OF THE CHAPTER 11 CASES, EACH OF THE PARTIES
IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE PERSONAL JURISDICTION OF THE BANKRUPTCY COURT SOLELY FOR PURPOSES OF ANY ACTION, SUIT, PROCEEDING, OR OTHER CONTESTED MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT RENDERED OR ORDER ENTERED IN ANY SUCH ACTION, SUIT, PROCEEDING, OR OTHER CONTESTED MATTER. THE PARTIES HEREBY AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING TO AN ADDRESS
PROVIDED IN 

  
 56 








 
WRITING BY THE RECIPIENT OF SUCH MAILING, OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF AND HEREBY WAIVE ANY OBJECTIONS TO SERVICE ACCOMPLISHED
IN THE MANNER HEREIN PROVIDED. 
 Section 10.5 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN
ANY JURISDICTION IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE AMONG THE PARTIES UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE. 

Section 10.6 Counterparts. This Agreement may be executed in any number of counterparts, all of which will be considered one and
the same agreement and will become effective when counterparts have been signed by each of the Parties and delivered to each other Party (including via facsimile or other electronic transmission), it being understood that each Party need not sign
the same counterpart. 
 Section 10.7 Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended,
restated, modified or changed only by a written instrument signed by the Company and the Requisite Commitment Parties; provided, that (a) any Commitment Party’s prior written consent shall be required for any amendment that would,
directly or indirectly: (i) modify such Commitment Party’s Backstop Commitment Percentage, (ii) increase the Per Share Purchase Price to be paid in respect of the Unsubscribed Shares, or (iii) have a materially adverse and
disproportionate effect on such Commitment Party; and (b) the prior written consent of each Commitment Party that was an original signatory hereto that is still a Commitment Party as of such date of amendment shall be required for any amendment
to the definition of “Requisite Commitment Parties”. Notwithstanding the foregoing, Schedule 1 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to
reflect changes in the composition of the Commitment Parties and Backstop Commitment Percentages as a result of Transfers permitted in accordance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than
the conditions set forth in Sections 7.1 and 7.3, the waiver of which shall be governed solely by Article VII) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by
the Requisite Commitment Parties only by a written instrument executed by the Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof,
nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise
thereof or the exercise of any other right, power or privilege pursuant to this Agreement. 
 Section 10.8 Headings. The
headings in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement. 

  
 57 








 Section 10.9 Specific Performance. The Parties agree that irreparable damage would
occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to an injunction or injunctions without the necessity of posting a bond to prevent breaches of this Agreement or
to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Unless otherwise expressly stated in this Agreement, no right or remedy described or provided
in this Agreement is intended to be exclusive or to preclude a Party from pursuing other rights and remedies to the extent available under this Agreement, at law or in equity. 

Section 10.10 Damages. Notwithstanding anything to the contrary in this Agreement, none of the Parties will be liable for, and
none of the Parties shall claim or seek to recover, any punitive, special, indirect or consequential damages or damages for lost profits. 

Section 10.11 No Reliance. No Commitment Party or any of its Related Parties shall have any duties or obligations to the other
Commitment Parties in respect of this Agreement, the Plan or the transactions contemplated hereby or thereby, except those expressly set forth herein. Without limiting the generality of the foregoing, (a) no Commitment Party or any of its
Related Parties shall be subject to any fiduciary or other implied duties to the other Commitment Parties, (b) no Commitment Party or any of its Related Parties shall have any duty to take any discretionary action or exercise any discretionary
powers on behalf of any other Commitment Party, (c) no Commitment Party or any of its Related Parties shall have any duty to the other Commitment Parties to obtain, through the exercise of diligence or otherwise, to investigate, confirm, or
disclose to the other Commitment Parties any information relating to the Company or any of its Subsidiaries that may have been communicated to or obtained by such Commitment Party or any of its Affiliates in any capacity, (d) no Commitment
Party may rely, and confirms that it has not relied, on any due diligence investigation that any other Commitment Party or any Person acting on behalf of such other Commitment Party may have conducted with respect to the Company or any of its
Affiliates or any of their respective securities, and (e) each Commitment Party acknowledges that no other Commitment Party is acting as a placement agent, initial purchaser, underwriter, broker or finder with respect to its Unsubscribed Shares
or Backstop Commitment Percentage of its Backstop Commitment. 
 Section 10.12 Publicity. At all times prior to the Closing
Date or the earlier termination of this Agreement in accordance with its terms, the Company and the Commitment Parties shall consult with each other prior to issuing any press releases (and provide each other a reasonable opportunity to review and
comment upon such release) or otherwise making public announcements with respect to the transactions contemplated by this Agreement, it being understood that nothing in this Section 10.12 shall prohibit any Party from filing any motions
or other pleadings or documents with the Bankruptcy Court in connection with the Chapter 11 Cases. 
 Section 10.13 Settlement
Discussions. This Agreement and the transactions contemplated herein are part of a proposed settlement of a dispute between the Parties. Nothing herein shall be deemed an admission of any kind. Pursuant to Section 408 of the U.S. Federal
Rules of Evidence and any applicable state rules of evidence, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any Legal Proceeding, except to the extent filed with, or disclosed to, the Bankruptcy
Court in connection with the Chapter 11 Cases (other than a Legal Proceeding to approve or enforce the terms of this Agreement). 

  
 58 








 Section 10.14 No Recourse. Notwithstanding anything that may be expressed or implied
in this Agreement, and notwithstanding the fact that certain of the Parties may be partnerships or limited liability companies, each Party covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments
delivered in connection with this Agreement shall be had against any Party’s Affiliates, or any of such Party’s Affiliates’ or respective Related Parties in each case other than the Parties to this Agreement and each of their
respective successors and permitted assignees under this Agreement, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no personal
liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the Related Parties, as such, for any obligation or liability of any Party under this Agreement or any documents or instruments delivered in connection herewith
for any claim based on, in respect of or by reason of such obligations or liabilities or their creation; provided, however, nothing in this Section 10.14 shall relieve or otherwise limit the liability of any Party hereto or
any of their respective successors or permitted assigns for any breach or violation of its obligations under this Agreement or such other documents or instruments. For the avoidance of doubt, prior to the Effective Date, none of the Parties
will have any recourse, be entitled to commence any proceeding or make any claim under this Agreement or in connection with the transactions contemplated hereby except against any of the Parties or their respective successors and permitted assigns,
as applicable. 
 [Signature Pages Follow] 

  
 59 








 IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first above
written. 
  

			
	PENN VIRGINIA CORPORATION
		
	By:	 	 /s/ R. Seth Bullock

		 	Name: R. Seth Bullock
		 	Title: Chief Restructing Officer









 
			
	 Anchorage Capital Master Offshore, Ltd.

By: Anchorage Capital Group, L.L.C., its investment manager

		
	By:	 	 /s/ Natalie A. Birrell

		 	 Name: Natalie A. Birrell
 Title:
  Chief Operating Officer



 [Signature Page to Backstop Commitment Agreement] 







 If to Anchorage Capital Master Offshore, Ltd.: 

Anchorage Capital Master Offshore, Ltd. 
 c/o Anchorage Capital
Group, L.L.C 
 610 Broadway, 6th Floor 
 New York, NY 10012

 Attn: Legal; Operations 
 Email: legal@anchoragecap.com;
ops@anchoragecap.com 
 With a copy to: 

Milbank, Tweed, Hadley & McCloy LLP 
 Attn: Samuel
Khalil, Brian Kinney and Bradley Friedman 
 28 Liberty Street 

New York, NY 10005-1413 
 Tel:      (212)
530-5000 
 Fax:     (212) 530-5219 

Email: skhalil@milbank.com 

            bkinney@milbank.com 

            bfriedman@milbank.com 







 
			
	 Raptor Energy, LP
 By:
Anchorage Capital Group, L.L.C., its investment manager

		
	By:	 	 /s/ Natalie A. Birrell

		 	Name: Natalie A. Birrell
		 	Title:   Chief Operating Officer


 [Signature Page to Backstop Commitment Agreement] 







 If to Raptor Energy, LP: 

Raptor Energy, LP 
 c/o Anchorage Capital Group, L.L.C 

610 Broadway, 6th Floor 
 New York, NY 10012 

Attn: Legal; Operations 
 Email: legal@anchoragecap.com;
ops@anchoragecap.com 
 With a copy to: 

Milbank, Tweed, Hadley & McCloy LLP 
 Attn: Samuel
Khalil, Brian Kinney and Bradley Friedman 
 28 Liberty Street 

New York, NY 10005-1413 
 Tel:      (212)
530-5000 
 Fax:     (212) 530-5219 

Email: skhalil@milbank.com 

            bkinney@milbank.com 

            bfriedman@milbank.com 







 
			
	Marathon Asset Management, LP, solely on behalf of certain of its affiliated funds and managed accounts
		
	By:	 	 /s/ Peter Coppa

		 	Name: PETER COPPA
		 	Title:   AUTHORIZED SIGNATORY


 [Signature Page to Backstop Commitment Agreement] 







 If to Marathon Asset Management: 

Marathon Asset Management 
 c/o Dan Pine 

One Bryant Park 
 38th Floor 

New York, NY 10036 
 With a copy to: 

Milbank, Tweed, Hadley & McCloy LLP 
 Attn: Samuel
Khalil, Brian Kinney and Bradley Friedman 
 28 Liberty Street 

New York, NY 10005-1413 
 Tel:      (212)
530-5000 
 Fax:      (212) 530-5219 

Email:  skhalil@milbank.com 

            bkinney@milbank.com 

            bfriedman@milbank.com 







 
			
	Contrarian Capital Management, L.L.C., on behalf of various managed accounts and affiliated entities
		
	By:	 	 /s/ Jon R. Bauer

		 	Name: Jon R. Bauer
		 	Title:   Managing Member









 If to Contrarian Capital Management, L.L.C.: 

Contrarian Capital Management, L.L.C. 
 Attn: Jon Bauer, Graham
Morris, & Josh Weisser 
 411 West Putnam Avenue, Suite 425 

Greenwich, CT 06830 
 With a copy to: 

Milbank, Tweed, Hadley & McCloy LLP 
 Attn: Samuel
Khalil, Brian Kinney and Bradley Friedman 
 28 Liberty Street 

New York, NY 10005-1413 
 Tel:      (212)
530-5000 
 Fax:      (212) 530-5219 

Email:   skhalil@milbank.com 

              bkinney@milbank.com 

              bfriedman@milbank.com 







 
			
	Global Credit Advisers, LLC as investment adviser
		
	By:	 	 /s/ Steven Hornstein

		 	Name: Steven Hornstein
		 	Title:   Managing Member









 If to Global Credit Advisers: 

Global Credit Advisers 
 c/o Dan Kecskes 

101 Park Avenue, 26th Floor 

New York, NY 10178 
 With a copy to: 

Milbank, Tweed, Hadley & McCloy LLP 
 Attn: Samuel
Khalil, Brian Kinney and Bradley Friedman 
 28 Liberty Street 

New York, NY 10005-1413 
 Tel:      (212)
530-5000 
 Fax:     (212) 530-5219 
 Email:
skhalil@milbank.com 
             bkinney@milbank.com 

            bfriedman@milbank.com 







 
			
	KLS Diversified Asset Management LP
		
	By:	 	 /s/ John Steinhardt

		 	Name: John Steinhardt
		 	Title: Managing Partner









 If to KLS Diversified: 

KLS Diversified 
 c/o Michael Hanna 

452 5th Avenue 

22nd Floor 

New York, NY 10018  
 With a copy to: 

Milbank, Tweed, Hadley & McCloy LLP 
 Attn: Samuel
Khalil, Brian Kinney and Bradley Friedman 
 28 Liberty Street 

New York, NY 10005-1413 
 Tel:     (212)
530-5000 
 Fax:     (212) 530-5219 
 Email:
skhalil@milbank.com 
             bkinney@milbank.com 

            bfriedman@milbank.com 







 
							
	THE MANGROVE PARTNERS MASTER FUND, LTD.,
		
		 	By: MANGROVE PARTNERS, its Investment Manager
				
		 		 	By:	 	 /s/ Ward Dietrich

		 		 		 	Name: Ward Dietrich
		 		 		 	Title:   Authorized Person









 If to Mangrove Partners: 

Mangrove Partners 
 c/o Mangrove Partners 

645 Madison Avenue 
 14th Floor 

New York, NY 10022 
 212.897.9535 

Ops@mangrovepartners.com 
 With a copy to: 

Milbank, Tweed, Hadley & McCloy LLP 
 Attn: Samuel
Khalil, Brian Kinney and Bradley Friedman 
 28 Liberty Street 

New York, NY 10005-1413 
 Tel:     (212)
530-5000 
 Fax:     (212) 530-5219 
 Email:
skhalil@milbank.com 
             bkinney@milbank.com 

            bfriedman@milbank.com 







 
			
	 Strategic Value Special Situations Offshore Fund III-A, L.P.

By: SVP Special Situations III-A LLC, its Investment Manager

		
	By:	 	 /s/ James Dougherty

		 	Name: James Dougherty
		 	Title:   Fund Chief Financial Officer


 [Signature Page to Backstop Commitment Agreement] 







 
			
	 Strategic Value Special Situations Master Fund III, L.P.

By: SVP Special Situations III LLC, its Investment Manager

		
	By:	 	 /s/ James Dougherty

		 	Name: James Dougherty
		 	Title:   Fund Chief Financial Officer


 [Signature Page to Backstop Commitment Agreement] 







 
			
	 Strategic Value Master Fund Ltd.

By: Strategic Value Partners, LLC, its Investment Manager

		
	By:	 	 /s/ James Dougherty

		 	Name: James Dougherty
		 	Title:   Fund Chief Financial Officer


 [Signature Page to Backstop Commitment Agreement] 







 If to Strategic Value Partners: 

Strategic Value Partners 
 c/o General Counsel’s Office 

100 West Putnam Avenue, 2nd Floor 

Greenwich, CT 06830 
 Email: legalnotices @svpglobal.com 

Fax: 203-618-3501 
 With a copy to: 

Milbank, Tweed, Hadley & McCloy LLP 
 Attn: Samuel
Khalil, Brian Kinney and Bradley Friedman 
 28 Liberty Street 

New York, NY 10005-1413 
 Tel:      (212)
530-5000 
 Fax:     (212)530-5219 
 Email:
skhalil@milbank.com 
             bkinney@milbank.com 

            bfriedman@milbank.com 







 
			
	Recipient:
	
	Certain Funds and Accounts that are Commitment Parties and advised by T. Rowe Price Associates, Inc., severally and not jointly
		
	By:	 	T. Rowe Price Associates, Inc., as investment adviser
		
	By:	 	 /s/ Mark Vaselkiv

		 	Name: Mark Vaselkiv
		 	Title:   Portfolio Manager


 [Signature Page to Backstop Commitment Agreement] 







 If to T. Rowe Price Associates, Inc.: 

T. Rowe Price Associates, Inc. 
 c/o Andrew Baek 

Vice President, Senior Legal Counsel 
 100 East Pratt Street 

Mail Code BA-1020 
 Baltimore, MD 21202 

Direct: 410-345-2090 
 Fax: 410-345-6575 

With a copy to: 
 Milbank, Tweed, Hadley & McCloy
LLP 
 Attn: Samuel Khalil, Brian Kinney and Bradley Friedman 

28 Liberty Street 
 New York, NY 10005-1413 

Tel:     (212) 530-5000 
 Fax:
    (212) 530-5219 
 Email: skhalil@milbank.com 

            bkinney@milbank.com 

            bfriedman@milbank.com 







 
			
	Wexford Spectrum Investors LLC
		
	By:	 	 /s/ Dante Domenichelli

	Name:	 	Dante Domenichelli
	Title:	 	Vice President & Secretary


 [Signature Page to Backstop Commitment Agreement] 







 
			
	Wexford Catalyst Investors LLC
		
	By:	 	 /s/ Dante Domenichelli

	Name:	 	Dante Domenichelli
	Title:	 	Vice President & Secretary


 [Signature Page to Backstop Commitment Agreement] 







 
			
	Debello Investors LLC
		
	By:	 	 /s/ Dante Domenichelli

	Name:	 	Dante Domenichelli
	Title:	 	Vice President & Secretary


 [Signature Page to Backstop Commitment Agreement] 







 If to Wexford Capital LP: 

Wexford Capital LP 
 c/o Daniel J. Weiner and Marc McCarthy 

411 West Putnam Avenue 
 Greenwich, CT 06830 

With a copy to: 
 Milbank, Tweed, Hadley & McCloy
LLP 
 Attn: Samuel Khalil, Brian Kinney and Bradley Friedman 

28 Liberty Street 

	New	York, NY 10005-1413 

 Tel:      (212) 530-5000 

Fax:     (212) 530-5219 
 Email:
skhalil@milbank.com 
 bkinney@milbank.com 

bfriedman@milbank.com 







 
			
	Pine River Baxter Fund Ltd.
		
	By:	 	Pine River Capital Management L.P.
	Its:	 	Investment Manager
		
	By:	 	 /s/ Tim O’Brien

		 	 Name: Tim O’Brien
 Title: General Counsel
and Co-Chief Operating Officer

	
	Pine River Fixed Income Master Fund Ltd.
		
	By:	 	Pine River Capital Management L.P.
	Its:	 	Investment Manager
		
	By:	 	 /s/ Tim O’Brien

		 	Name: Tim O’Brien
		 	Title: General Counsel and Co-Chief Operating Officer









 
			
	Pine River Master Fund Ltd.
		
	By:	 	Pine River Capital Management L.P.
	Its:	 	Investment Manager
		
	By:	 	 /s/ Tim O’Brien

		 	 Name: Tim O’Brien
 Title: General Counsel
and Co-Chief Operating Officer

	
	LMA SPC for and on behalf of MAP 89 Segregated Portfolio
		
	By:	 	Pine River Capital Management L.P.
	Its:	 	Investment Manager
		
	By:	 	 /s/ Tim O’Brien

		 	Name: Tim O’Brien
		 	Title: General Counsel and Co-Chief Operating Officer









 If to Pine River Capital Management, L.P.: 

c/o Pine River Capital Management L.P. 
 601 Carlson Parkway, 7th Floor 
 Minnetonka, MN 55305 

Attn: Legal Department 
 Fax: (612) 238-3301 

With a copy to: 
 Milbank, Tweed, Hadley & McCloy
LLP 
 Attn: Samuel Khalil, Brian Kinney and Bradley Friedman 

28 Liberty Street 
 New York, NY 10005-1413 

Tel:      (212) 530-5000 

Fax:     (212) 530-5219 
 Email:
skhalil@milbank.com 
  bkinney@milbank. com 

 bfriedman@milbank.com 







 
			
	AMTRUST INTERNATIONAL INSURANCE, LTD.
		
	By:	 	 ./s/ Stephen Unger

		 	Name: Stephen Unger
		 	Title: Secretary


 [Signature Page to Backstop Commitment Agreement] 







 If to AmTrust International Insurance, Ltd.: 

AmTrust Financial Services Inc. 
 c/o Lawrence A. Heller and
Harry Schlachter 
 59 Maiden Lane, 43rd Floor 
 New York, NY
10038 
 Email: lawrence.heller@amtrustgroup. com 
 Email:
harry.schlachter@amtrustgroup. com 
 With a copy to: 

Milbank, Tweed, Hadley & McCloy LLP 
 Attn: Samuel
Khalil, Brian Kinney and Bradley Friedman 
 28 Liberty Street 

New York, NY 10005-1413 

Tel:      (212) 530-5000 

Fax:     (212) 530-5219 
 Email:
skhalil@milbank.com 
  bkinney@milbank. com 

 bfriedman@milbank.com 







 
			
	NAT GEN RE LTD.
		
	By:	 	 /s/ Peter Rendall

		 	Name: Peter Rendall
		 	Title: COO and Treasurer


 [Signature Page to Backstop Commitment Agreement] 







 If to National General: 

AmTrust Financial Services Inc. 
 c/o Jeffrey Weissman, Daron
Skipper, and Susan Eylward 
 59 Maiden Lane, 43rd Floor 
 New
York, NY 10038 
 Email: Jeffrey.weissmann@ngic.com 

Email: susan.eylward@ngic.com 
 With a copy to:

 Milbank, Tweed, Hadley & McCloy LLP 
 Attn:
Samuel Khalil, Brian Kinney and Bradley Friedman 
 28 Liberty Street 

New York, NY 10005-1413 

Tel:      (212) 530-5000 

Fax:     (212) 530-5219 
 Email:
skhalil@milbank.com 
  bkinney@milbank. com 

 bfriedman@milbank.com 







 
			
	GMO CREDIT OPPORTUNITIES FUND, L.P.
		
	By:	 	 /s/ Tim Lang 

		 	Name: Tim Lang 
		 	 Title: Authorized Trader

Grantham, Mayo, Van Otterloo & Co. LLC, investment manager of

GMO Credit Opportunities Fund, L.P.










 If to Grantham, Mayo, Van Otterloo & Co. LLC: 

Grantham, Mayo, Van Otterloo & Co. LLC 
 c/o Kevin
O’Brien and Jon Roiter 
 40 Rowes Wharf 
 Boston, MA 02110

 Phone: 617-346-7518 
 Fax: 617-849-7243 

Email: kevin. o’brien@gmo.com 
 Email:
jon.roiter@gmo.com 
 With a copy to: 
 Milbank,
Tweed, Hadley & McCloy LLP 
 Attn: Samuel Khalil, Brian Kinney and Bradley Friedman 

28 Liberty Street 
 New York, NY 10005-1413 

Tel:      (212) 530-5000 

Fax:     (212) 530-5219 
 Email:
skhalil@milbank.com 
  bkinney@milbank.com 

 bfriedman@milbank.com 







 
			
	[COMMITMENT PARTIES]
	J.P. MORGAN INVESTMENT MANAGEMENT, INC. AS INVESTMENT ADVISER AND AGENT FOR CERTAIN CLIENT ACCOUNTS
		
	By:	 	 /s/ Alexander P. Sammarco

		 	Name: Alexander P. Sammarco
		 	Title: Executive Director









 
			
	[COMMITMENT PARTIES]
	JP MORGAN CHASE BANK, N.A. AS TRUSTEE FOR CERTAIN CLIENT ACCOUNTS
		
	By:	 	 /s/ Alexander P. Sammarco

		 	Name: Alexander P. Sammarco
		 	Title: Executive Director









 If to JP Morgan Asset Management: 

J.P. Morgan Asset Management 
 Attn: Alexander Sammarco 

Cc: Jim Shanahan and Laurie Whipkey 
 8044 Montgomery Road, Suite
555 
 Cincinnati, Ohio 45236 
 Phone: 513-699-4417 

With a copy to: 
 Milbank, Tweed, Hadley & McCloy
LLP 
 Attn: Samuel Khalil, Brian Kinney and Bradley Friedman 

28 Liberty Street 
 New York, NY 10005-1413 

Tel:      (212) 530-5000 

Fax:     (212) 530-5219 
 Email:
skhalil@milbank.com 
  bkinney@milbank.com 

 bfriedman@milbank.com