Ameriforge_DIPmotion by WSJ.com

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 1 of 45

IN THE UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

In re: AMERIFORGE GROUP INC., et al.,1 Debtors.

§ § § § § § §

Chapter 11 Case No. 17-32660 (DRJ) (Joint Administration Pending) (Emergency Hearing Requested)

DEBTORS’ EMERGENCY MOTION FOR ENTRY OF INTERIM AND FINAL ORDERS (I) AUTHORIZING THE DEBTORS (A) TO OBTAIN POSTPETITION FINANCING AND (B) TO UTILIZE CASH COLLATERAL, (II) GRANTING ADEQUATE PROTECTION TO PREPETITION SECURED PARTIES, (III) MODIFYING THE AUTOMATIC STAY, (IV) SCHEDULING A FINAL HEARING, AND (V) GRANTING RELATED RELIEF THIS MOTION SEEKS ENTRY OF AN ORDER THAT MAY ADVERSELY AFFECT YOU. IF YOU OPPOSE THE MOTION, YOU SHOULD IMMEDIATELY CONTACT THE MOVING PARTY TO RESOLVE THE DISPUTE. IF YOU AND THE MOVING PARTY CANNOT AGREE, YOU MUST FILE A RESPONSE AND SEND A COPY TO THE MOVING PARTY. YOUR RESPONSE MUST STATE WHY THE MOTION SHOULD NOT BE GRANTED. IF YOU DO NOT FILE A TIMELY RESPONSE, THE RELIEF MAY BE GRANTED WITHOUT FURTHER NOTICE TO YOU. IF YOU OPPOSE THE MOTION AND HAVE NOT REACHED AN AGREEMENT, YOU MUST ATTEND THE HEARING. UNLESS THE PARTIES AGREE OTHERWISE, THE COURT MAY CONSIDER EVIDENCE AT THE HEARING AND MAY DECIDE THE MOTION AT THE HEARING. EMERGENCY RELIEF HAS BEEN REQUESTED. IF THE COURT CONSIDERS THE MOTION ON AN EMERGENCY BASIS, THEN YOU WILL HAVE LESS THAN 21 DAYS TO ANSWER. IF YOU OBJECT TO THE REQUESTED RELIEF OR IF YOU BELIEVE THAT THE EMERGENCY CONSIDERATION IS NOT WARRANTED, YOU SHOULD FILE AN IMMEDIATE RESPONSE. A HEARING WILL BE HELD ON THIS MATTER FOR MAY 2, 2017, AT 2:30 P.M. (CT) BEFORE THE HONORABLE DAVID R. JONES, 515 RUSK STREET, COURTROOM 400, HOUSTON, TEXAS 77002. REPRESENTED PARTIES SHOULD ACT THROUGH THEIR ATTORNEY.

The debtors in these chapter 11 cases, along with the last four digits of each debtor’s federal tax identification number, are: Ameriforge Group Inc. (7053); 230 Bodwell Corporation (3965); Advanced Joining Technologies, Inc. (6451); AF Gloenco Inc. (9958); AFG Brazil Holdings LLC (8618); AFG Brazil LLC (8720); AFG Louisiana Holdings Inc (4743); Allpoints Oilfield Services LLC (8333); Ameriforge Corporation (1649); Ameriforge Cuming Insulation LLC (0264); Century Corrosion Technologies LLC (8548); Cuming Corporation (9782); Dynafab Acquisitions Corp. (1331); Flotation Technologies LLC (4572); FR AFG Holdings, Inc. (2623); NRG Manufacturing Louisiana LLC (5823); NRG Manufacturing Inc (7544); Steel Industries Inc. (5154); Steel Industries Real Estate Holding LLC (1298); and Taper-Lok Corporation (8833). The debtors’ service address is: 945 Bunker Hill Road, Suite 500, Houston, Texas 77024.

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 2 of 45

The above-captioned debtors and debtors in possession (together, the “Debtors”) respectfully state the following in support of this motion (this “Motion”)2 and submit the Declaration of Parry Sorensen in Support of the Debtors’ Emergency Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors (A) to Obtain Postpetition Financing and (B) to Utilize Cash Collateral, (II) Granting Adequate Protection to Prepetition Secured Parties, (III) Modifying the Automatic Stay, (IV) Scheduling a Final Hearing, and (V) Granting Related Relief, attached hereto as Exhibit A, and the Declaration of Curtis S. Samford in Support of Chapter

Petitions

and

First

Day

Motions

(the “Samford

Declaration”)

filed

contemporaneously herewith and incorporated herein by reference. Relief Requested 1.

The Debtors request entry of an interim order, substantially in the form attached

hereto as Exhibit B (the “Interim DIP Order”), and a final order (the “Final DIP Order,” and together with the Interim DIP Order, the “DIP Orders”) granting, among other things, the following relief: 

DIP Facility: authority for the Debtors to obtain, and the Guarantors to guarantee, a priming senior secured, super-priority, multiple draw term credit facility (such facility, the “DIP Facility”) in a principal amount not to exceed $25 million on an interim basis and an aggregate amount of $70 million on a final basis, which also provides for (i) the approximately $12,392,685.38 of existing letters of credit issued by the existing letter of credit issuer named therein (each in such capacity, the “Existing L/C Issuer”) to be deemed outstanding under the DIP Facility (the “Existing Letters of Credit”) and (ii) incremental availability for new letters of credit in the aggregate amount of up to $2,500,000.00 (the “New Letters of Credit”) to be issued by Deutsche Bank AG New York Branch (in such capacity, the “Additional L/C Issuer,” and, together with the Existing L/C Issuer, the “L/C Issuers”), pursuant to the terms and conditions of the that Senior Secured Super Priority Debtor in Possession Credit Agreement (the “DIP Credit Agreement”) attached as Exhibit 1 to the Interim DIP Order, among Ameriforge Group Inc. (the “Borrower” or “AFG”), and each of

Capitalized terms used, but not otherwise defined in this Motion shall have the meanings set forth to them in the Samford Declaration, the meanings ascribed to such terms further below in this Motion, or in the Interim DIP Order (as defined below), as applicable.

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 3 of 45

the Guarantors, the financial institutions from time to time party thereto as lenders (the “DIP Lenders”), Deutsche Bank AG New York Branch, as administrative agent and collateral agent (in such capacities, the “DIP Agent” and, together with the DIP Lenders, the L/C Issuers, and the L/C Participants (as defined in the DIP Credit Agreement), collectively, the “DIP Secured Parties”), and other agents and entities from time to time party thereto; 

DIP Loan Documents: authority for the Debtors to execute and deliver the DIP Credit Agreement and all agreements, documents, and instruments contemplated therein (collectively, the “DIP Loan Documents”), and to take all actions necessary, appropriate, or required to comply with the Debtors’ obligations under the DIP Loan Documents (including the Backstop Fee Letter and DIP Facility Letter (each as defined below)) and under the DIP Orders;



DIP Liens and Claims: authority for the Debtors to grant the DIP Agent, for its own benefit and the benefit of the DIP Lenders, super-priority priming liens (the “DIP Liens”) in the DIP Collateral securing the DIP Facility, and super-priority claims in respect of the obligations under the DIP Facility (the “DIP Super-Priority Claim”), each subject to the Carve-Out;



Cash Collateral: authority for the Debtors to use the Cash Collateral of the Prepetition Secured Parties;



L/C Cash Collateral: authority for the Debtors to deposit certain cash sums from time to time in the DIP Cash Collateral Account (as defined in the DIP Credit Agreement) as collateral for any obligations incurred in connection with the New Letters of Credit under the terms of the DIP Credit Agreement;



Adequate Protection: approval of the Forms of Adequate Protection to be provided to the Prepetition Secured Parties, to protect the Prepetition Secured Parties’ interests in the Cash Collateral, as well as to compensate for any decline in, or diminution of, the value of the Prepetition Secured Parties’ interest in the Prepetition Collateral;



Automatic Stay: modification of the automatic stay imposed by section 362 of the Bankruptcy Code to the extent necessary to implement and effectuate the terms and provisions of the DIP Credit Agreement and the DIP Orders;



Final Hearing: scheduling by the Court of a final hearing (the “Final Hearing”) to consider entry of the Final DIP Order granting the relief requested in this Motion on a final basis; and



Immediate Effectiveness: waiver of any applicable stay, including under Bankruptcy Rule 6004, to provide for immediate effectiveness of the Interim DIP Order (including a waiver pursuant to Bankruptcy Rule 6004(h)).

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 4 of 45

Preliminary Statement 2.

The Debtors’ chapter 11 cases (the “Chapter 11 Cases”) were commenced to

implement the terms of a prepackaged restructuring transaction that has broad support across the Debtors’ capital structure and the unanimous support of creditors entitled to vote on the prepackaged plan (based on ballots received as of the Petition Date).3 This is the culmination of several months of effort of the Debtors, their advisors, and their major stakeholders from nearly all levels of the capital structure—including an ad hoc group of Prepetition First Lien Lenders (as defined below) (the “Ad Hoc First Lien Group”), an ad hoc group of Prepetition Second Lien Lenders (as defined below) (the “Ad Hoc Second Lien Group”), and the Debtors’ prepetition private equity sponsor. These parties have worked diligently and in good faith to negotiate the terms of the Debtors’ comprehensive restructuring, the material terms of which were set forth in a restructuring support agreement (the “RSA”).

These efforts have culminated in the

commencement by the Debtors of the Chapter 11 Cases following the launch of the solicitation of the Joint Prepackaged Chapter 11 Plan of Reorganization of Ameriforge Inc. and Its Debtor Affiliates, filed contemporaneously herewith (the “Plan”), which solicitation was launched on April 21, 2017, and will be completed on May 5, 2017. Altogether, the Plan will result in the reduction of the Debtors’ funded debt obligations by approximately $681 million. 3.

The Plan is the centerpiece of a series of interdependent agreements, each one

critical to the others and necessary for the Debtors’ reorganization. One such critical agreement is the Debtors’ postpetition debtor-in-possession financing (the “DIP Financing”). The DIP Financing consists of (a) the DIP Credit Agreement proposed to be entered into by the Debtors 3

As of the Petition Date, all 118 creditors who have voted on the Plan have voted to accept the Plan. Based on the voting results to date and the commitments of the parties under the RSA, prior to the conclusion of the solicitation period on May 5, 2017, the Debtors expect to satisfy the thresholds of amount and number required under section 1126(c) of the Bankruptcy Code such that both classes of impaired claims under the Plan will have accepted the Plan.

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 5 of 45

and the DIP Secured Parties that will supply the Debtors with critical and necessary new money to fund these Chapter 11 Cases, (b) a commitment for exit financing that provides the Debtors’ with a clear path toward emergence on an expedited timeline, and (c) the consent of the Prepetition Secured Parties to use cash collateral (“Cash Collateral”).4 4.

The DIP Facility portion of the DIP Financing consists of (a) a secured super-

priority postpetition credit facility in the form of a multiple-draw term loan facility in an aggregate principal amount of $70 million, and also provides for (i) the Existing Letters of Credit and (ii) the New Letters of Credit, and (b) the consensual use of the Cash Collateral of the Prepetition Secured Parties. The DIP Facility will be secured by first priority liens on, and security interests in, all of the Debtors’ unencumbered assets as of the Petition Date and superpriority priming liens on, and security interests in, all of the Debtors’ assets that are encumbered as of the Petition Date, subject to certain permitted liens. Any New Letters of Credit are issued under the DIP Facility will be cash collateralized under the terms of the DIP Credit Agreement. Obtaining access to the DIP Financing, including the use of Cash Collateral, on the first day of these Chapter 11 Cases is a prerequisite for the Debtors’ major stakeholders to support the Plan and is critical for the success of the Debtors’ reorganization efforts. 5.

The DIP Lenders also have agreed to provide the Debtors with exit financing

through their agreement to backstop the Debtors’ term loan exit facility in the aggregate principal amount of $70 million (the “Exit Term Loan Facility”) that will be used to satisfy certain of the DIP Claims in the event that the Exit Term Loan Facility is not fully subscribed by eligible First Lien Lenders, in which case the DIP Lenders have agreed to convert their claims under the DIP

“Cash Collateral” as defined by section 363(a) of the Bankruptcy Code.

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 6 of 45

Facility into term loans under the Exit Term Loan Facility. 5 The exit commitments, including the DIP Lenders’ willingness to convert their outstanding claims under the DIP Facility into claims under the Exit Term Loan Facility (rather than requiring to be paid in cash in full), provide the Debtors at the outset of these Chapter 11 Cases with a clear and committed path to emerge from the Chapter 11 Cases in an expeditious manner. 6.

In addition to being a critical component of the Plan and the related

interdependent agreements, the DIP Financing, including the consensual use of Cash Collateral, is vital to the Debtors’ emergence from these Chapter 11 Cases as a reorganized business enterprise. The DIP Financing is necessary to provide working capital during the pendency of these Chapter 11 Cases. Without access to the DIP Financing, the Debtors will not have sufficient cash on hand to maintain uninterrupted business operations, provide ongoing service to their customers, or pay their employees while they restructure their businesses.

Such a

disruption in operations would likely have a grave and immediate impact on the Debtors’ businesses and negatively impact their restructuring efforts to the detriment of all stakeholders. 7.

As described in greater detail herein and in the Sorensen Declaration, the DIP

Financing is the result of a fulsome marketing and negotiation process led by the Debtors’ investment banker and financial advisor, Lazard Frères & Co. LLC (“Lazard”). In this case, obtaining access to postpetition financing was difficult because all, or substantially all, of the Debtors’ assets are encumbered by valid and perfected first-priority and second-priority liens. In order to avoid a protracted and expensive priming fight, the Debtors would need either to (a) obtain the consent of the Prepetition First Lien Lenders to the priming of their liens or (b) locate a third-party lender willing to provide postpetition financing on an unsecured basis. 5

As part of the relief requested herein, the Debtors are requesting that the Court approve the Backstop Payment (as defined in the Plan), which will be paid on the effective date of the Plan.

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 7 of 45

Because either option did not provide a viable means to enable the Debtors’ to restructure and maximize value for all stakeholders, in the exercise of sound business judgment, the Debtors negotiated extensively with certain of the First Lien Ad Hoc Group, at arms’-length and in good faith, for access to critical and necessary postpetition financing, including the use of Cash Collateral, in the form of the DIP Financing. The DIP Financing, including the imposition of the priming liens and the Debtors’ use of Cash Collateral, is also being consented to by the Prepetition Second Lien Lenders. Moreover, the Ad Hoc Second Lien Group has reviewed and commented on, and consents to the entry of, the Interim DIP Order and DIP Loan Documents. Thus, the DIP Financing pending before the Court is the Debtors’ best available option and one supported by all of the Debtors’ major constituencies. 8.

For the reasons set forth herein, the Debtors believe that the authority to obtain

DIP Financing, including the use of Cash Collateral, is in the best interests of the Debtors, their estates, and their creditors. Accordingly, the Debtors respectfully request approval of the Motion and authority to enter into obtain the DIP Financing by entering into the DIP Facility and using Cash Collateral, as more fully detailed herein and in the Sorensen Declaration, subject to the terms and conditions set forth in the applicable DIP Order granting such relief. Concise Statement Pursuant to Bankruptcy Rule 4001 and the United States Bankruptcy Court for the Southern District of Texas Procedures for Complex Chapter 11 Cases 9.

The provisions of the DIP Loan Documents and the Interim DIP Order were

extensively negotiated and are the most favorable terms that the Debtors were able to obtain under the circumstances. Approval of the DIP Financing will ensure the Debtors are able to maintain their operations, pursue and achieve an expeditious and successful restructuring, and maximize the value of their estates for the benefit of all stakeholders. Accordingly, the Debtors request that the Court enter the DIP Orders approving the DIP Financing.

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 8 of 45

10.

The below chart contains a summary of the material terms of the proposed DIP

Financing, together with references to the applicable sections of the relevant source documents as required by Bankruptcy Rules 4001(b)(1)(B) and 4001(c)(1)(B) and the Complex Case Procedures.6 MATERIAL TERMS OF THE PROPOSED POSTPETITION FINANCING DIP Credit Agreement Parties

Debtor Parties:

Fed. R. Bankr. P. 4001(c)(1)(B)

Guarantors: FR AFG Holdings, Inc. (“Holdings”) and each of the Borrower’s direct and indirect domestic subsidiaries that are debtors and debtors-inpossession are “Guarantors” under the DIP Credit Agreement, and, collectively with the Borrower, are the “Loan Parties.” (DIP Credit Agmt., Preliminary Statements.)

Borrower: Ameriforge Group Inc. (DIP Credit Agmt., Preamble)

Lending Parties: DIP Agent and L/C Issuer: Deutsche Bank AG New York Branch (DIP Credit Agmt., Preamble.) DIP Lenders: Certain lenders under the Prepetition First Lien Credit Facility that are parties to the DIP Credit Agreement. (DIP Credit Agmt., Preamble.) Maturity Fed. R. Bankr. P. 4001(c)(1)(B) Use of Proceeds Fed. R. Bankr. P. 4001(c)(1)(B)

Interest Rates Fed. R. Bankr. P. 4001(c)(1)(B)

Maturity Date: Earliest of (a) six (6) months after the Petition Date, (b) the effective date of the Plan (the “Plan Effective Date”), and (c) the date all DIP Loans become due and payable under the DIP Loan Documents, whether by acceleration or otherwise. (DIP Credit Agmt., § 1.01.) DIP Facility. The proceeds of the DIP Facility shall be used, among other things, for (a) the costs of administering the Chapter 11 Cases, (b) consummation of the Restructuring Transactions, (c) ongoing working capital and capital expenditure needs of the Debtors during the pendency of the Chapter 11 Cases, (d) cash collateralizing the New Letters of Credit in accordance with the terms and conditions of the DIP Loan Documents and the Interim Order, (e) making Adequate Protection Payments and (f) making the Backstop Payment on the Plan Effective Date (in accordance with the terms of the Plan and the Backstop Fee Letter), in each case, subject to the Budget. (Interim DIP Order ¶ 2(c); DIP Credit Agmt., § 5.18.) Interest Rate. 1-month LIBOR plus 800 bps, with a LIBOR floor of 1.0%, payable in cash monthly. (DIP Credit Agmt., §§ 1.01, 2.08(a).) Default Rate. Default interest rate of an additional 2.0% per annum upon the occurrence and during the continuance of an Event of Default. (DIP Credit Agmt., §§ 1.01, 2.08(b).)

The summaries contained in this Motion are qualified in their entirety by the provisions of the documents referenced. To the extent anything in this Motion is inconsistent with such documents, the terms of the applicable documents shall control. Capitalized terms used in this summary chart but not otherwise defined have the meanings ascribed to them in the DIP Loan Documents or the Interim DIP Order, as applicable.

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 9 of 45

MATERIAL TERMS OF THE PROPOSED POSTPETITION FINANCING DIP Commitments Fed. R. Bankr. P. 4001(c)(1)(B)

Conditions Fed. R. Bankr. P. 4001(c)(1)(B)

DIP Credit Agreement. Total aggregate term loan commitment of $70 million to be disbursed (a) on an interim basis in the amount of $25 million (the “Initial DIP Draw”), plus (i) the Existing Letters of Credit and (ii) up to $2.5 million in New Letters of Credit (DIP Credit Agmt., §§ 2.01, 2.02, and 2.03; Interim DIP Order ¶ 2(b)), and (b) upon entry of the Final DIP Order, additional draws of up to $45 million. (DIP Credit Agmt., § 2.01.) Closing Conditions. Usual and customary conditions to effectiveness of the DIP Facility, including DIP Agent’s and DIP Lenders’ satisfaction with the Debtors’ cash management arrangements, monthly financial forecasts, and the Debtors’ postpetition financing budget, effectiveness of the RSA, no events reasonably expected to cause a material adverse change, entry of an Interim DIP Order satisfactory to the DIP Agent and the DIP Lenders, stipulation to the validity of Prepetition Liens, no appointment of trustee or examiner, execution and delivery of the DIP Loan Documents, payment of costs and fees, and accuracy of representations and warranties. (DIP Credit Agmt., § 4.01.) Post-Closing Funding Conditions. Additional credit extension under the DIP Facility after the Initial DIP Draw are subject to usual and customary funding conditions, including delivery of a Committed Loan Notice, entry of the Final DIP Order, accuracy of representations, and no defaults or events of default. (DIP Credit Agmt., §§ 4.01 and 4.02(a).) L/C Issuance Conditions. Each issuance of a New Letter of Credit is subject to usual and customary issuance conditions, including the receipt by the DIP Agent and the Additional L/C Issuer of a Letter of Credit Application, accuracy or representations, the payment of fees and expenses, and no events of default. (DIP Credit Agmt., § 4.02(b).)

Fees & Payments Fed. R. Bankr. P. 4001(c)(1)(B)

Commitment Payment. Cash payment equal to 2.25% of the total amount of the Commitments made available under the DIP Facility, which shall be earned, and a pro rata portion of which shall be paid, upon entry of the Interim DIP Order (based on the amount of the initial Commitments borrowed under the Interim DIP Order) and the remainder of the Commitment Payment paid upon entry of the Final DIP Order. (DIP Credit Agmt., § 2.09(a).) Unused Commitment Payment. Cash payment equal to 1.75% of the actual daily unused amount of the unused Commitments, payable monthly. (DIP Credit Agmt., § 2.09(b).) Existing L/C Fees. Existing L/Cs that become Converted L/Cs will continue to accrue fees under and in accordance with the Prepetition First Lien Credit Agreement. Such fees are 3.25%-3.75% in aggregate, payable quarterly in arrears, plus customary fees and costs payable on a quarterly basis. (Prepetition First Lien Credit Agmt.,. §§ 2.03(h) and (i).) New L/C Fees. 7.00%, in aggregate, payable, monthly in arrears, plus customary fees and costs payable on a monthly basis (DIP Credit Agmt. §§ 2.03(h) and (i).). Backstop Payment. Cash payment equal to 2.50% of the amount of the Exit Term Loans (as defined in the Plan) payable to the Backstop Parties (as defined in the Plan) as consideration for providing a backstop for the Exit Term Loan Facility payable in accordance with the terms of the Plan and the fee letter attached hereto as Exhibit C (the “Backstop Fee Letter”). Fronting/Administrative Fee. The DIP Agent shall be entitled to the payment of a customary administrative fee and a fronting fee equal to 0.125% of the aggregate

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 10 of 45

MATERIAL TERMS OF THE PROPOSED POSTPETITION FINANCING Commitments, as set forth in a letter between the DIP Agent and Borrower (the “DIP Facility Letter”). Professionals’ Fees and Expenses. As part of the Forms of Adequate Protection, payment of reimbursable fees, costs, and expenses of one primary and one local (if necessary) counsel for the DIP Agent, one primary and one local (if necessary) counsel and all fees and expenses for one financial advisor for the DIP Lenders and the Prepetition First Lien Lenders, one counsel and one financial advisor for the Prepetition Second Lien Lenders, and one counsel on behalf of the Prepetition Second Lien Agent. (Interim DIP Order ¶ 4.) Liens, Priorities and Adequate Protection Fed. R. Bankr. P. 4001(c)(1)(B)

DIP Liens. Subject to the Carve-Out, the obligations of each Loan Party under the DIP Facility (including all loans and obligations with respect to letters of credit) shall be secured by the following liens (the “DIP Liens”): a.

First Priority Liens. Pursuant to section 364(c)(2) of the Bankruptcy Code, a perfected, binding, continuing, enforceable, non-avoidable, firstpriority Lien on all unencumbered DIP Collateral, 7 including, without limitation, the proceeds of the Debtors’ claims and causes of action under sections 502(d), 542, 544, 545, 547, 548, 549, 550, 551, 553, and 724(a) of the Bankruptcy Code and any other avoidance or similar action under the Bankruptcy Code or similar state law (“Avoidance Actions”) (subject to entry of the Final DIP Order), whether received by judgment, settlement or otherwise;

Junior Priority Liens. Pursuant to section 364(c)(3) of the Bankruptcy Code, a perfected junior Lien upon all DIP Collateral (including, without limitation, Cash Collateral) that is subject to (x) valid, enforceable, nonavoidable and perfected Liens in existence on the Petition Date that, after giving effect to any intercreditor or subordination agreement, are senior in priority to the Prepetition Liens, and (y) valid, enforceable, and nonavoidable Liens in existence on the Petition Date that are perfected subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy Code and after giving effect to any intercreditor or subordination agreement, are senior in priority to the Prepetition Liens, other than, in the case of clause (x) or (y), Liens which are expressly stated to be primed by the Liens to be granted to the DIP Agent (the “Prepetition Senior Liens”); Priming Liens. Pursuant to section 364(d)(1) of the Bankruptcy Code, a perfected first-priority, senior priming Lien on all DIP Collateral that is senior to (x) the existing Prepetition First Liens in favor of the Prepetition First Lien Secured Parties and securing the Prepetition First Lien Indebtedness (including all Obligations (as defined in the Prepetition First Lien Loan Documents)), (y) the existing Prepetition Second Liens in favor of the Prepetition Second Lien Secured Parties and securing the Prepetition Second Lien Indebtedness (including all Obligations (as defined in the Prepetition Second Lien Loan Documents)), and (z) any

For the avoidance of doubt, pursuant to the Interim DIP Order, the DIP Collateral excludes the currently unpledged voting capital stock in foreign subsidiaries that are “controlled foreign corporations” within the meaning of section 957 of the Internal Revenue Code, the pledge of which would otherwise result in certain negative tax consequences.

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 11 of 45

MATERIAL TERMS OF THE PROPOSED POSTPETITION FINANCING existing Liens in favor of any other person or entity (other than the Prepetition Senior Liens), including, without limitation, all Liens junior to the Prepetition First Liens (the Liens referenced in clauses (x) and (y), collectively, the “Primed Liens”), which Primed Liens, together with any Liens granted on or after the Petition Date to provide adequate protection in respect of any Primed Liens, shall be primed by and made subject and subordinate to the perfected first-priority senior priming DIP Liens. (Interim DIP Order, ¶ 2(e); DIP Credit Agmt., § 2.18).) DIP Facility Priorities. Pursuant to section 364(c)(1) of the Bankruptcy Code, the DIP Facility will be entitled to super-priority administrative expense claim status in the chapter 11 case of such Loan Party. (Interim DIP Order, ¶ 2(h); DIP Credit Agmt., § 2.18) Adequate Protection. The Prepetition Secured Parties are entitled, pursuant to sections 361, 363(e), and 364(d)(1) of the Bankruptcy Code, to adequate protection of their interest in their respective Prepetition Collateral (including Cash Collateral) for, and in an aggregate amount equal to, the diminution in value (collectively, “Diminution in Value”) of such interests from and after the Petition Date for, among other things, the Debtors’ sale, lease, or use of the Prepetition Collateral (including Cash Collateral), the priming of the Prepetition Liens as set forth herein and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code. The Prepetition Secured Parties are granted Forms of Adequate Protection, which include (i) the First Lien Adequate Protection Liens; (ii) the Second Lien Adequate Protection Liens; (iii) the First Lien Adequate Protection Super-Priority Claims; (iv) the Second Lien Adequate Protection Super-Priority Claims; (v) the First Lien Adequate Protection Payments; and (g) the Second Lien Adequate Protection Payments. The Prepetition Secured Parties reserve their rights to seek further or different adequate protection. (Interim DIP Order, ¶ 4) Waiver/Modification of Applicability of Nonbankruptcy Law Relating to Perfection or Enforceability of Liens Fed. R. Bankr. P. 4001(c)(1)(B)(vii) Carve-Out Fed. R. Bankr. P. 4001(c)(1)(B)

The Interim DIP Order shall be sufficient and conclusive evidence of the validity, perfection, and priority of all liens granted in the Interim DIP Order without the necessity of filing or recording any financing without the necessity of the execution by the Debtors (or recordation or other filing) of security agreements, control agreements, pledge agreements, financing statements, mortgages, or other similar documents, or the possession or control of the DIP Agent, the DIP Lenders, or the Prepetition Secured Parties. (Interim DIP Order, ¶ 5.)

As set forth in the Interim DIP Order, customary for postpetition financings of this size, providing for a carve-out (the “Carve-Out”) from pre- and postpetition claims, liens and interests for: 

fees to the Clerk of the Bankruptcy Court and to the U.S. Trustee;



any chapter 7 trustee fees subject to a $50,000 cap;



all unpaid fees, costs, disbursements and expenses (the “Debtors’ Professional Fees”) of professionals retained by the Debtors in these Cases (collectively, the “Debtors’ Professionals”) or retained by any Creditors’ Committee (the “Committee Professionals” and, together with the Debtors’ Professionals, the “Professionals” and the fees and expenses of such Professionals, the “Professional Fees”) that are incurred at any time before or on the first business day after the delivery of a Carve-Out Trigger Notice by the DIP Agent on behalf of the Lenders and are allowed by the Bankruptcy Court

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 12 of 45

MATERIAL TERMS OF THE PROPOSED POSTPETITION FINANCING under sections 105(a), 330, or 331 of the Bankruptcy Code or otherwise (whether allowed by the Bankruptcy Court prior to or after delivery of a Carve-Out Trigger Notice) and remain unpaid after application of any available funds remaining in the Debtors’ estates for such Professionals, subject to the Investigation Budget Cap (the “Pre-Carve-Out Amounts”); and 

after the first business day following the delivery by the Agent of the CarveOut Trigger Notice (the “Trigger Date”), to the extent allowed at any time, whether by interim order, procedural order or otherwise, the payment of all Professional Fees of Professionals not to exceed $2,000,000 incurred on and after the Trigger Date (this amount being the “Post Carve-Out Trigger Notice Cap”) (plus all unpaid fees, costs, disbursements, and expenses of the Professionals allowed by the Bankruptcy Court at any time that were incurred on or prior to the first business day following the delivery of the Carve-Out Trigger Notice).

The Debtors shall fund a segregated account (the “Carve-Out Reserves”) in an aggregate amount equal to the Pre-Carve-Out Amounts and the Post-Carve-Out Amounts in trust for the Professionals not subject to control, foreclosure, or sweeping by the DIP Agent or DIP Lenders (it being understood that the DIP Agent on behalf of the DIP Lenders shall have a lien and security interest in any residual amount of such segregated account) immediately on the day in which a Carve-Out Trigger Notice is given to the Debtors. (Interim DIP Order, ¶ 7.) Covenants/Reporting Fed. R. Bankr. P. 4001(c)(1)(B)

DIP Facility Affirmative Covenants. Usual and customary for financings of this type, and substantially similar to the covenants included in the Prepetition Loan Documents (subject to certain additional changes and modifications), including delivery of financial statements, delivery of cash flow forecasts, delivery of certain weekly performance reports, a rolling four week Budget, weekly variance reports setting forth cash receipts and expenditures and variances from the Budget, maintenance of existence, legal compliance, properties, insurance, books and records, and inspection rights. (DIP Credit Agmt., Art. VI.) DIP Facility Negative Covenants. Usual and customary for financings of this type, and substantially the same as set forth in the Prepetition Loan Documents (subject to certain additional changes and modifications), including limitations on liens, investments, indebtedness, dispositions, restricted payments, fundamental changes, prepayment of indebtedness (except as provided in “first day” or other Court orders), transactions with affiliates, and creating or permitting other super-priority claims to exist. (DIP Credit Agmt., Art. VII.) DIP Facility Financial Covenants. Commencing on Test Date, and on Wednesday of each calendar week thereafter, for each Testing Period, the Borrower shall not permit the negative variance of the Loan Parties’ actual Net Cash Receipts reflected in the Variance Report for the applicable Variance Period to exceed 15.0% of the Cash Receipts forecasted for such Variance Period in the Budget. (DIP Credit Agmt., § 7.10.)

Entities with Interests in Cash Collateral

The Prepetition Secured Parties, the DIP Agent, and the DIP Lenders. (Interim DIP Order, ¶ E.)

Fed. R. Bankr. P. 4001(b(1)(B)(i) Limitations on Use of

No portion of the Carve-Out, any Cash Collateral or proceeds of the DIP Facility may

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 13 of 45

MATERIAL TERMS OF THE PROPOSED POSTPETITION FINANCING DIP Facility and Cash Collateral Fed. R. Bankr. P. 4001-2(a)(9)

Events of Default Fed. R. Bankr. P. 4001(c)(1)(B)

Milestones Fed. R. Bankr. P. 4001(c)(1)(B)(v-vi)

be used for the payment of the fees and expenses of any person incurred challenging, or in relation to the challenge of, (i) any of the DIP Lenders’ liens or claims, or the initiation or prosecution of any claim or action against any DIP Lender, including any claim under chapter 5 of the Bankruptcy Code, in respect of the Prepetition Loan Documents and (ii) any claims or causes of actions against the Prepetition Secured Parties, their respective advisors, agents and sub-agents, including formal discovery proceedings in anticipation thereof, and/or challenging any lien of the Prepetition Secured Parties under the Prepetition Loan Documents; provided that, in each case, such limitations shall not apply to any investigation of the Prepetition Obligations and Prepetition Liens by a Committee in an aggregate amount for all Committees not to exceed $50,000. (Interim DIP Order ¶ 15; DIP Credit Agmt., § 5.18(b).) DIP Facility. Usual and customary for financings of this type, and substantially identical to the events of default included in the Prepetition Loan Documents (subject to certain additional changes and modifications), including, among others, non-payment of obligations, defaults under covenants, breaches of representations and warranties, judgment defaults, failure to comply with ERISA rules and regulations, appointment of a bankruptcy trustee or examiner, invalidity of collateral documents, dismissal or conversion of the Chapter 11 Cases, adverse motions or Court orders, termination of the DIP Orders, allowance of a claim under section 506(c) of the Bankruptcy Code, filing of an unacceptable chapter 11 plan or disclosure statement, termination of the Debtors’ exclusivity period, termination of the use of Cash Collateral, an unapproved sale of the assets, and failure to meet any Milestone (each, an “Event of Default”). (Interim DIP Order, ¶ 18; DIP Credit Agmt., § 8.01.) The DIP Credit Agreement contains the following deadlines with respect to the Chapter 11 Cases: 

On the Petition Date, the Debtors shall file this Motion, the Plan, and the Disclosure Statement.



Within five (5) days of the Petition Date, the Court shall enter the Interim DIP Order.



Within 35 days of the Petition Date, the Court shall enter the Final DIP Order.



Within 35 days of the Petition Date, the Court shall enter the order confirming the Plan.



Within 60 days of the Petition Date, the Plan shall be effective.

(DIP Credit Agmt., § 6.19.) Automatic Stay Fed. R. Bankr. P. 4001(c)(1)(B)(iv)

Stipulations to Prepetition Liens and Claims

The Interim DIP Order provides for the lifting of the automatic stay to allow the DIP Agent and DIP Lenders to exercise (i) upon the occurrence of an Event of Default all rights and remedies under the DIP Credit Agreement (other than rights and remedies against the DIP Collateral) and (ii) upon the occurrence and during the continuance of an Event of Default, and seven (7) business days’ prior written notice, all rights and remedies against the DIP Collateral provided for in the DIP Loan Documents. (Interim DIP Order, ¶ 14.) Subject to Paragraph 6 of the Interim DIP Order, the Debtors make certain customary admissions and stipulations with respect to the aggregate amount of prepetition indebtedness owing to the Prepetition Secured Parties and the validity, enforceability and priority of the liens and security interests granted to the Prepetition Secured Parties

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 14 of 45

MATERIAL TERMS OF THE PROPOSED POSTPETITION FINANCING Fed. R. Bankr. P. 4001(c)(1)(B)(iii)

to secure such indebtedness. (Interim DIP Order ¶¶ E, 6.)

Challenge Period

The binding effect of the extent, validity, enforceability, and priority of the liens and security interests securing the obligations under the Prepetition Secured Indebtedness are subject to a challenge period (the “Challenge Period”) of the earlier of (a) 60 days after the date of entry of the Final DIP Order and (b) confirmation of a plan of reorganization or liquidation in any of the Chapter 11 Cases. (Interim DIP Order, ¶ 6.)

Fed. R. Bankr. P. 4001(c)(1)(B)

Waivers and Consents Fed. R. Bankr. P. 4001(c)(1)(B)(v); Fed. R. Bankr. P. 4001(c)(1)(B)(vii-x)

Upon execution and delivery of the DIP Loan Documents, the Debtors’ obligations under the DIP Loan Documents shall constitute valid and binding obligations of the Debtors, enforceable against each Debtor party thereto in accordance with their terms. No obligation, payment, transfer, or grant of security under the DIP Loan Documents or the Interim DIP Order shall be stayed, restrained, voidable, or recoverable under the Bankruptcy Code or under any applicable law (including, without limitation, under section 502(d) of the Bankruptcy Code), or subject to any defense, reduction, setoff, recoupment, or counterclaim. (Interim DIP Order, ¶ 2(g).) Indemnification. Usual and customary for financings of this type, and substantially the same as set forth in the Prepetition Loan Documents, including fees, charges and disbursements of counsel to the Prepetition First Lien Agent. (DIP Credit Agmt., §§ 9.07, 10.05.) 506(c) Waiver. Subject to entry of the Final DIP Order, no costs or expenses of administration shall be surcharged against or recovered from or against any or all of the DIP Secured Parties, the DIP L/C Issuer, the Prepetition Secured Parties, the DIP Collateral and the Prepetition Collateral (including Cash Collateral) pursuant to section 506(c) of the Bankruptcy Code or otherwise. (Interim DIP Order, ¶ 8.) 552 Waiver: Each of the DIP Secured Parties, the DIP L/C Issuer and the Prepetition Secured Parties are entitled to all the rights and benefits of section 552(b) of the Bankruptcy Code, and, upon entry of the Final DIP Order, the “equities of the case” exception will not apply. (Interim DIP Order, ¶ H.) No Marshaling. None of the DIP Secured Parties or the Prepetition Secured Parties shall be subject to the equitable doctrine of “Marshaling” or any other similar doctrine with respect to any of the DIP Collateral or the Prepetition Collateral, as applicable. (Interim DIP Order, ¶ 18(e).)

Statement Regarding Significant Provisions 11.

The Interim DIP Order contains certain of the provisions (the “Significant

Provisions”)8 identified on Exhibit B to the Complex Case Procedures as summarized in the

Provisions that the Complex Case Procedures a require a debtor to highlight are those provisions that: (a) grant cross-collateralization protection (other than replacement liens or other adequate protection) to prepetition secured creditors; (b) deem prepetition secured debt to be postpetition debt or that use postpetition loans from a prepetition secured creditor to pay part or all of the secured creditor’s prepetition debt, other than as provided in section 552(b) of the Bankruptcy Code; (c) bind the bankruptcy estates or any parties in interest with respect to the validity, perfection, or amount of the secured creditor’s prepetition lien or debt or the waiver of claims against the secured creditor; (d) waive or limit the estate’s rights under section 506(c) of the Bankruptcy Code;

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 15 of 45

Attorney Checklist Concerning Motion and Order Pertaining to Use of Cash Collateral attached as Exhibit D hereto. 12.

The Interim DIP Order: (a) binds the estate or any parties in interest with respect

to the validity, perfection, or amount of a secured creditor’s prepetition lien or debt or the waiver of claims against he secured creditor (subject to certain challenge rights); (b) grants the DIP Lenders liens on the proceeds of the Debtors’ claims and causes of action under chapter 5 of the Bankruptcy Code; (c) grants the Existing Letters of Credit post-petition liens under the DIP Facility; and (d) grants administrative adequate protection claims. Notably, the Interim DIP Order does not grant waivers of the right to surcharge the DIP Secured Parties with respect to the DIP Collateral or the Prepetition Secured Parties with respect to the Prepetition Collateral or a waiver of the “equities of the case” exception in section 552 of the Bankruptcy Code with respect to the foregoing parties, though such waivers are requested upon entry of the Final DIP Order. 13.

In addition, the DIP Credit Agreement imposes certain chapter 11 milestones in

accordance with the RSA. Such provisions were necessary to obtain the Prepetition Secured Parties’ consent to the use of Cash Collateral under the Interim DIP Order and the grant of liens under the DIP Loan Documents. The DIP Loan Documents are a critical piece of the overall restructuring agreement that was reached among the Debtors and the Restructuring Support Parties (as defined in the Plan), and substantially facilitates the consensual and broadly supported restructuring that will be effectuated pursuant to the Plan (if confirmed).

(e) grant prepetition secured creditors liens on the Debtors’ claims and causes of action arising under chapter 5 of the Bankruptcy Code; (f) impose deadlines for the filing of a plan or disclosure statement; and (g) grant an administrative claim.

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 16 of 45

14.

In light of the foregoing, the Debtors submit that the Significant Provisions are

appropriate under the facts and circumstances of these Chapter 11 Cases. Accordingly, the Significant Provisions contained in the DIP Orders should be approved. Jurisdiction and Venue 15.

The United States Bankruptcy Court for the Southern District of Texas

(the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of Texas, dated May 24, 2012 (the “Amended Standing Order”). The Debtors confirm their consent, pursuant to Bankruptcy Rule 7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry of a final order by the Court in connection with this motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 16.

The statutory bases for the relief requested herein are sections 105, 361, 362, 363,

364, 503, and 507 of title 11 of the United States Code (the “Bankruptcy Code”), Bankruptcy Rules 2002, 4001, 6003, 6004, and 9014, and rules 4002-1 and 9013-1 of the Bankruptcy Local Rules for the Southern District of Texas (the “Bankruptcy Local Rules”), and the United States Bankruptcy Court for the Southern District of Texas Procedures for Complex Chapter 11 Cases (the “Complex Case Procedures”). 17.

On the date hereof (the “Petition Date”), each Debtor filed a voluntary petition for

relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

The Debtors have concurrently filed a motion requesting procedural 16

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 17 of 45

consolidation and joint administration of these chapter 11 cases pursuant to Bankruptcy Rule 1015(b). A detailed description surrounding the facts and circumstances of these chapter 11 cases is set forth in the Samford Declaration. Prepetition Capital Structure 18.

As of the Petition Date, the Debtors outstanding funded debt obligations are in the

aggregate amount of approximately $751.6 million. The primary components of the Debtors’ outstanding funded debt obligations are described in greater detail as follows: I.

The Prepetition First Lien Credit Facility. 19.

As of the Petition Date, AFG, as borrower, each of the guarantors party thereto,

the financial institutions parties thereto from time to time as lenders (the “Prepetition First Lien Lenders”), and Deutsche Bank Trust Company Americas as administrative agent and collateral agent for the Prepetition First Lien Lenders (in such capacity, and including any successor agents, the “Prepetition First Lien Agent” and, together with the Prepetition First Lien Lenders, the “Prepetition First Lien Secured Parties”), are parties to that certain Credit Agreement, dated as of December 19, 2012 and amended and restated on January 25, 2013 (as subsequently amended, amended and restated, supplemented, or otherwise modified, refinanced, or replaced from time to time prior to the Petition Date, the “Prepetition First Lien Credit Agreement” and, together with the other Loan Documents (as defined in the Prepetition First Lien Credit Agreement), in each case as amended, restated, supplemented or otherwise modified prior to the Petition Date, collectively, the “Prepetition First Lien Loan Documents” and the credit facility contemplated therein, the “Prepetition First Lien Credit Facility”). 20.

The Prepetition First Lien Credit Facility provided for term and revolving loans

the outstanding amount of which, as of the Petition Date, was no less than $608,281,765.58 consisting of (i) Revolving Credit Loans (as defined in the Prepetition First Lien Credit 17

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 18 of 45

Agreement) of no less than $89,500,000.00, (ii) Term Loans (as defined in the Prepetition First Lien Credit Agreement) of no less than $518,781,765.58, (iii) the Existing Letters of Credit of no less than $12,392,685.38, plus (iv) any accrued and unpaid interest, costs, expenses, fees (including reimbursable attorney and other advisor fees and expenses), other charges (in each case, to the extent reimbursable under the Prepetition First Lien Loan Documents) and other obligations owing to the Prepetition First Lien Secured Parties or affiliates thereof (together with all other obligations and amounts owing by the applicable Debtors under the Prepetition First Lien Loan Documents, collectively, the “Prepetition First Lien Indebtedness”). 21.

The Prepetition First Lien Indebtedness is secured by first-priority Liens granted

to, or for the benefit of, the Prepetition First Lien Secured Parties (the “Prepetition First Liens”) on certain of the real property of the Debtors, Cash Collateral (and all deposit and securities accounts related thereto), and on substantially all of the personal property of the Debtors, as further described in the Prepetition First Lien Loan Documents (collectively, the “Prepetition Collateral”). 22.

In accordance with the terms of the Prepetition First Lien Loan Documents, all

amounts payable thereunder are now fully due and payable by the Debtors. The Debtors are each jointly and severally indebted and liable to the Prepetition First Lien Agent and the Prepetition First Lien Lenders for such amounts. As of the Petition Date, the Debtors were indebted and liable for all of the Prepetition First Lien Indebtedness in the aggregate principal amount of not less than $608,281,765.58 under the Prepetition First Lien Credit Agreement plus accrued and unpaid interest, premiums, indemnification obligations, and fees and expenses (including, without limitation, the reasonable and documented fees and expenses of the Prepetition First Lien Secured Parties’ attorneys, consultants, accountants, experts, and financial

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 19 of 45

advisors) and other obligations incurred in connection therewith, in each case in accordance with the terms of the Prepetition First Lien Loan Documents. Each of the Prepetition First Lien Loan Documents is valid, binding, and subject to applicable bankruptcy law, enforceable against the Debtors in accordance with its terms. II.

Prepetition Second Lien Credit Facility. 23.

As of the Petition Date, AFG, as borrower, each of the guarantors party thereto,

the financial institutions parties thereto from time to time as lenders (the “Prepetition Second Lien Lenders”), and Delaware Trust Company, as successor administrative agent and collateral agent for the Prepetition Second Lien Lenders (in such capacity, and including any successor agents, the “Prepetition Second Lien Agent” and, together with the Prepetition Second Lien Lenders, the “Prepetition Second Lien Secured Parties” and, together with the Prepetition First Lien Secured Parties, the “Prepetition Secured Parties”), are parties to that certain Credit Agreement, dated as of December 19, 2012, and amended and restated on January 25, 2013 (as subsequently amended, amended and restated, supplemented, or otherwise modified, refinanced, or replaced from time to time prior to the Petition Date, the “Prepetition Second Lien Credit Agreement” and, together with the other Loan Documents (as defined in the Prepetition Second Lien Credit Agreement), in each case as amended, restated, supplemented or otherwise modified prior to the Petition Date, collectively, the “Prepetition Second Lien Loan Documents” and, together with the Prepetition First Lien Loan Documents, the “Prepetition Loan Documents”; the credit facility contemplated by the Prepetition Second Lien Loan Documents, the “Prepetition Second Lien Credit Facility”). 24.

The Prepetition Second Lien Credit Facility provided for a term loan the

outstanding amount of which, as of the Petition Date, was no less than $143,314,316.92, plus any accrued and unpaid interest, costs, expenses, fees (including reimbursable attorney and other 19

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 20 of 45

advisor fees and expenses), other charges (in each case, to the extent reimbursable under the Prepetition Second Lien Loan Documents) and other obligations owing to the Prepetition Second Lien Secured Parties or affiliates thereof (together with all other obligations and any other amounts owing by the applicable Debtors under the Prepetition Second Lien Loan Documents, collectively, the “Prepetition Second Lien Indebtedness” and, together with the Prepetition First Lien Indebtedness, the “Prepetition Secured Indebtedness”). 25.

The Prepetition Second Lien Indebtedness is secured by second-priority Liens

granted to, or for the benefit of, the Prepetition Second Lien Secured Parties (the “Prepetition Second Liens” and, together with the Prepetition First Liens, collectively, the “Prepetition Liens”) on the Prepetition Collateral (including Cash Collateral), as further described in the Prepetition Second Lien Loan Documents. 26.

In accordance with the terms of the Prepetition Second Lien Loan Documents, all

amounts payable thereunder are now fully due and payable by the Debtors. The Debtors are each jointly and severally indebted and liable to the Prepetition Second Lien Agent and the Prepetition Second Lien Lenders for such amounts. As of the Petition Date, the Debtors were indebted under the Prepetition Second Lien Indebtedness in the aggregate principal amount of not less than $143,314,316.92 million under the Prepetition Second Lien Credit Agreement plus accrued and unpaid interest, premiums, indemnification obligations, and fees and expenses (including, without limitation, the reasonable and documented fees and expenses of the Prepetition Second Lien Agent’s attorneys, consultants, accountants, experts, and financial advisors) and other obligations incurred in connection therewith, in each case in accordance with the terms of the Prepetition Second Lien Loan Documents. Each of the Prepetition Second Lien

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 21 of 45

Loan Documents is valid, binding, and subject to applicable bankruptcy law, enforceable against the Debtors in accordance with its terms. III.

Intercreditor Agreement. 27.

The relative rights of the Prepetition Secured Parties to, and the priority of their

respective security interests in, the Prepetition Collateral are set forth in that certain Junior Lien Intercreditor Agreement, dated as of December 19, 2012, among Holdings, AFG, the Prepetition First Lien Agent, the Prepetition Second Lien Agent, and the other Grantors (as defined therein) party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Prepetition Intercreditor Agreement”). 28.

The Prepetition Intercreditor Agreement, subject to the terms and requirements

contained therein, further provides that the Prepetition First Lien Secured Parties have the sole authority to approve the debtor-in-possession financing and the use of Cash Collateral. Additionally, the Prepetition Intercreditor Agreement, subject to the terms and requirements contained therein, also prohibits the Prepetition Second Lien Lenders and the Prepetition Second Lien Agent from objecting to the grant of adequate protection in favor of the Prepetition Secured Parties. IV.

Proposed Postpetition Financing. A.

The Debtors’ Need for DIP Financing and Development of the Budget.

29.

As set forth in greater detail below and in the Sorenson Declaration, to continue

operating in the ordinary course and to be able to effectuate an efficient and expeditious restructuring, the Debtors need immediate access to new liquidity.

The Debtors, with the

assistance of their advisors, analyzed their cash needs in order to determine the liquidity levels necessary to maintain the Debtors’ operations during the pendency of these Chapter 11 Cases. In undertaking this analysis, the Debtors and their advisors considered the Debtors’ near-term 21

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 22 of 45

projected financial performance, including demand for the Debtors’ services and the cost of supplying such services.

The Debtors’ management also conferred with key operational

divisions to understand essential business metrics in both the near- and long-term. 30.

As part of the Debtors’ financial review and analysis, the Debtors developed a

eight-week budget, a copy of which is attached as Exhibit 2 to the Interim DIP Order (the “Budget”). The Budget incorporates a number of factors and reasonable assumptions, including the effect of the chapter 11 filing on the Debtors’ operations, material cash disbursements, required vendor/supplier payments, cash flows from the Debtors’ ongoing operations, and the cost of necessary goods and materials. Furthermore, the Budget includes all of the expenditures for which the Debtors seek authority to pay pursuant to various “first day” pleadings, if approved by the Court. 31.

With the consent of the Prepetition Secured Parties, the Debtors will use Cash

Collateral to fund working capital, capital expenditures, and other general corporate purposes. Cash Collateral alone, however, will be insufficient to fund the costs associated with the Debtors’ restructuring.

Therefore, the Debtors, with the assistance of their advisors, have

determined that the additional postpetition financing being provided by the DIP Facility is necessary to provide new money working capital for the Debtors’ businesses, fund adequate protection payments, and satisfy the costs associated with consummating the Plan and completing the Debtors’ restructuring.

As such, the DIP Facility is fundamental to the

preservation and maintenance of the Debtors’ going-concern value during these Chapter 11 Cases and critical for the Debtors’ successful reorganization. 32.

Absent an ability to demonstrate that the Debtors have the means available to

operate in the ordinary course and procure goods and services that are vital to ongoing business

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 23 of 45

operations, customers may seek alternatives and vendors and suppliers may refuse to do business with the Debtors. Moreover, absent access to capital under the DIP Financing, the Debtors may not have sufficient liquidity to continue their business operations in the ordinary course, which would be materially detrimental to the Debtors’ customers, creditors, employees, and other parties in interest, jeopardizing the success of the Debtors’ reorganization. 33.

Therefore, the Debtors have an immediate need to access the DIP Financing on an

interim basis and throughout the pendency of these Chapter 11 Cases, and absent doing so would result in immediate and irreparable harm. B.

The Debtors’ Efforts to Obtain Postpetition Financing.

34.

In November 2016, the Debtors engaged Lazard as their investment banker to

assist the Debtors with evaluating their financing needs and strategic alternatives. As described more fully in the Sorensen Declaration, prior to the Petition Date, the Debtors and their advisors surveyed various sources of potential debtor-in-possession financing to fund the Debtors’ ongoing business operations and the chapter 11 process. In consultation with the Debtors and their other advisors, Lazard developed a list of the most likely parties who would be willing to provide debtor-in-possession financing in order to create a competitive environment and establish a process to most efficiently raise the necessary capital on the best terms available in the market. Because all or substantially all of the Debtors’ assets are encumbered and subject to validly perfected first- and second-priority liens, Lazard’s strategy to obtain the best source of financing from the market was reflective of the practical realities of the Debtors’ existing capital structure. In other words, Lazard evaluated (a) engaging in a priming fight with the Prepetition Secured Parties’ whose liens would be primed or otherwise facing disputes surrounding the Debtors’ ability to adequately protect the Prepetition Secured Parties’ interest in the Prepetition Collateral (including Cash Collateral), (b) obtaining the consent of the party holding the secured 23

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 24 of 45

interests to have their liens primed, or (c) locating a third-party postpetition lender willing to provide financing on an unsecured basis. 35.

As a result of these practicalities, the Debtors’ debtor-in-possession financing

marketing process involved contacting unrelated third parties, as well as approaching the Ad Hoc First Lien Group, the Ad Hoc Second Lien Group and the Sponsor Entities (as defined in the Plan). At the outset of this process, the Ad Hoc First Lien Group expressed interest in providing potential debtor-in-possession financing in connection with a comprehensive restructuring. Accordingly, the Debtors and their advisors engaged in extensive negotiations with the Ad Hoc First Lien Group, regarding the terms of potential debtor-in-possession financing. Notably, during these negotiations the Ad Hoc First Lien Group expressed that it was unwilling to consent to priming of the Prepetition First Liens by an alternative lender. 36.

Nevertheless, as part of their overall restructuring negotiations with the Debtors

continued to solicit interest in potential financing from the Ad Hoc Second Lien Group, the Consenting Sponsor Lenders (as defined in the Plan), and unrelated third-parties. Ultimately, Lazard was unable to garner interest from any unrelated third party or actionable interest from the Ad Hoc Second Lien Group.

The Consenting Sponsor Lenders, in their capacity as

Prepetition Second Lien Lenders, engaged in preliminary discussions regarding the potential of the Consenting Sponsor Lenders providing financing that would be secured by certain of the Debtors’ non-debtor foreign subsidiaries’ assets (the “Sponsor DIP Discussions”). However, the Debtors, in consultation with their advisors, determined that the new liquidity contemplated during the Sponsor DIP Discussions would be insufficient to fund the Debtors’ operations and the administrative costs of the Chapter 11 Cases.

Additionally, any debtor-in-possession

financing provided by the Consenting Sponsor Lenders consistent with the Sponsor DIP

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 25 of 45

Discussions would likely result in costly litigation at the outset of the Chapter 11 Cases regarding the Debtors’ use of Prepetition Collateral (including Cash Collateral) and did not provide a clear path toward emergence from chapter 11. 37.

As such, the Debtors and their advisors continued to engage with the Ad Hoc First

Lien Group and its advisors in good faith, arms’-length negotiations regarding the terms of the DIP Financing. In doing so, the Debtors were able to rely on the existing Prepetition Loan Documents as precedent as well as the Ad Hoc First Lien Group’s familiarity with the Debtors’ businesses and capital structure, thereby avoiding significant legal fees associated with negotiating, memorializing, and reviewing new financing documents from any alternative thirdparty lender. Additionally, the proposed DIP Financing allows the Debtors to avoid the need to engage in a costly and time-consuming priming fight at the outset of these Chapter 11 Cases. Finally, the DIP Financing serves as an important component of the Debtors’ overall restructuring efforts because it provides the Debtors with a clear source of financing, both during the pendency of the Chapter 11 Cases and following the effective date of the Plan, and also provides the stability and certainty that the Debtors can emerge from these Chapter 11 Cases in a timely and expeditious manner. 38.

Accordingly, the Debtors believe that the DIP Financing pending approval before

the Court is the Debtors’ best source of financing available in these cases and no other financing is available on equal or better terms. C.

The DIP Facility.

39.

As described above and in the Sorensen Declaration, the Debtors and the DIP

Lenders engaged in extensive, good faith, and arm’s-length negotiations with respect to the terms and conditions of the proposed DIP Financing as memorialized in the DIP Credit Agreement. Pursuant to the DIP Credit Agreement, the Debtors are permitted to draw up to $25 million upon 25

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 26 of 45

entry of the Interim DIP Order, and, upon entry of the Final DIP Order, make additional draws in the aggregate not to exceed $70 million (inclusive of the initial draw). Separately, the DIP Credit Agreement provides for treatment of letters of credit in two key respects: first, the Debtors may request up to an incremental $2.5 million of New Letters of Credit (which obligations are required to be cash collateralized), and second, the Existing Letters of Credit will be deemed issued under the DIP Facility (which obligations are not required to be collateralized). 40.

The proceeds of the DIP Facility, the availability under the New Letters of Credit

and the Existing Letters of Credit provide the Debtors with the much needed liquidity to fund their operations and meet their administrative obligations during these Chapter 11 Cases, and also emerge on a timely basis as a reorganized business enterprise. D. 41.

Use of Cash Collateral. The DIP Financing also provides the Debtors with immediate access to the use of

the Cash Collateral of the Prepetition Secured Parties on a consensual basis, subject to the terms and conditions of the DIP Credit Agreement and the DIP Orders. Coupled with the liquidity provided under the DIP Facility, immediate access to the Cash Collateral will (a) ensure that the Debtors have sufficient working capital to, among other things, pay their employees, vendors, landlords, and service providers, (b) enable the Debtors to honor their prepetition obligations under and in accordance with the proposed â&#x20AC;&#x153;first-dayâ&#x20AC;? relief if approved by the Court, and (c) satisfy the administrative expenses of these Chapter 11 Cases. By providing the Debtors with the immediate ability to use Cash Collateral in whichever of the Debtorsâ&#x20AC;&#x2122; accounts it is currently held, the DIP Financing also ensures that the Debtors avoid unnecessary business disruptions that would otherwise be costly and potentially damaging to the business.

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 27 of 45

Forms of Adequate Protection.

42.

After extensive arms’ length, and good faith negotiations, the Prepetition Secured

Parties have agreed to consent to the use of their Prepetition Collateral, including Cash Collateral, subject to the provision by the Debtors of adequate protection and the terms of the RSA. Among other things, the adequate protection contemplated by the DIP Financing is designed to protect the Prepetition Secured Parties’ interests in the Debtors’ property from any diminution in value caused by the Debtors’ use of the Prepetition Collateral, including Cash Collateral, during the pendency of these Chapter 11 Cases. Specifically, the Debtors have agreed to provide the following forms of adequate protection (collectively, the “Forms of Adequate Protection”):

43.



Adequate Protection Liens: The Debtors will grant the Prepetition First Lien Agent and Prepetition Second Lien Agent, respectively, for the benefit of itself and the Prepetition Secured Parties, a security interest in and lien on all of the Prepetition Collateral, subordinate only to the CarveOut, any existing valid and perfected liens senior to the liens of the Prepetition Secured Parties and the DIP Liens.



Adequate Protection Claims: Subject to the Carve-Out and the claims of the DIP Lenders, the Prepetition First Lien Agent and the Prepetition Second Lien Agent, respectively, on behalf of itself and the Prepetition Secured Parties, will be granted an adequate protection super-priority claim against the Debtors as provided in sections 503(b) and 507(b) of the Bankruptcy Code with priority in payment over any and all administrative expenses and all other claims asserted against the Debtors.



Adequate Protection Payments: The Debtors will pay certain reasonable fees and expenses of the Prepetition Secured Parties. Furthermore, the Debtors will pay the Prepetition First Lien Agent additional adequate protection payments in the amount equal to all accrued but unpaid interest under the Prepetition First Lien Credit Agreement.

The Forms of Adequate Protection are conferred separately to each of the

(a) Prepetition First Lien Lenders and the Prepetition First Lien Agent and (b) Prepetition Second Lien Lenders and the Prepetition Second Lien Agent, and the priority of each of the Forms of

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 28 of 45

Adequate Protection mirrors the rights of each of these parties’ respective rights in the Prepetition Intercreditor Agreement. Basis for Relief I.

The DIP Financing Should be Approved Pursuant to Section 364(c) of the Bankruptcy Code. 44.

The Debtors propose to obtain the DIP Financing by providing security interests

and liens pursuant to section 364(c) of the Bankruptcy Code. The statutory requirement for obtaining postpetition credit under section 364(c) is a finding, made after notice and hearing, that a debtor is “unable to obtain unsecured credit allowable under Section 503(b)(1) of the [the Bankruptcy Code].” 11 U.S.C. § 364(c). See In re Crouse Grp. Inc., 71 B.R. 544, 549 (Bankr. E.D. Pa. 1987) (holding that secured credit under section 364(c)(2) of the Bankruptcy Code is authorized, after notice and hearing, upon showing that unsecured credit cannot be obtained). 45.

Courts generally have set forth a three-part test to determine whether a debtor

may obtain financing under section 364(c) of the Bankruptcy Code. Specifically, courts consider whether: a.

the debtor is unable to obtain unsecured credit under section 364(b) (i.e., by allowing a lender only an administrative claim);

the credit transaction is necessary to preserve estate assets; and

the terms of the transaction are fair, reasonable, and adequate under the circumstances of the debtor-borrower and the proposed lender.

See, e.g., In re Ames Dep’t Stores, Inc., 115 B.R. 34, 37–39 (Bankr. S.D.N.Y. 1990); Norris Square Civic Ass’n v. St. Mary Hosp. (In re St. Mary Hosp.), 86 B.R. 393, 401–02 (Bankr. E.D. Pa. 1988); Crouse, 71 B.R. at 549; In re McKenzie Energy Corp., 228 B.R. 854, 874 (S.D. Tex. 1998).

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 29 of 45

46.

As described in greater detail below and in the Sorensen Declaration, the Debtors,

together with their advisors, sought and marketed alternative sources of postpetition financing to determine whether the Debtors could obtain debtor-in-possession financing solely by providing solely an unsecured, administrative expense priority claim. No parties were willing to provide financing on such basis. Furthermore, the Debtors do not believe they can adequately protect, preserve, and maximize the value of their estates without access to postpetition financing. Thus, the Debtors believe that the terms of the DIP Financing are fair, reasonable and adequate under the circumstances. 47.

Where, as here, a debtor is unable to obtain unsecured credit, section 364(c)(1) of

the Bankruptcy Code provides that the debtor may obtain credit secured by an administrative expense claim having priority “over any or all administrative expenses of the kind specified in section 503(b) or 507(b) of [the Bankruptcy Code].” 11 U.S.C. § 364(c)(1). As described above and in the Sorensen Declaration, the Debtors are unable to obtain credit on an unsecured basis. Therefore, the Court should approve the super-priority administrative expense claims in the form of the DIP Super-Priority Claims in favor of the DIP Lenders as fair and appropriate under the circumstances. II.

The DIP Financing Should be Approved Pursuant to Section 364(d)(1) of the Bankruptcy Code. A.

Cause Exists to Authorize Financing under Section 364 of the Bankruptcy Code.

48.

In addition to obtaining financing under section 364(c) of the Bankruptcy Code, a

debtor may obtain postpetition credit secured by a lien that is senior or equal in priority to existing liens on encumbered property without the consent of the existing lienholders if the debtor cannot otherwise obtain such credit and the interests of existing lienholders are adequately protected. See 11 U.S.C. § 364(d)(1). Consent by the secured creditors subject to priming, 29

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 30 of 45

however, obviates the need to show adequate protection. See, e.g., Anchor Savs. Bank FSB v. Sky Vallev, Inc., 99 B.R. 117, 122 (N.D. Ga. 1989) (“[B]y tacitly consenting to the super-priority lien, those creditors relieved the debtor of having to demonstrate that they were adequately protected”). Accordingly, the Debtors may incur “priming” liens under the DIP Financing if the Debtors are unable to obtain unsecured or junior secured credit and either (a) the “primed” party has consented or (b) such “primed” party’s interests in collateral are adequately protected. 49.

Here, the “primed” parties have provided the requisite consent because the

Prepetition First Lien Secured Parties have consented to the proposed DIP Financing and the priming liens granted thereunder. In addition, given the applicable provisions of the Prepetition Intercreditor Agreement with respect to collateral on which the Prepetition First Lien Lenders hold a secured lien, the Debtors respectfully submit that the Prepetition Second Lien Secured Parties are deemed to have consented to the anticipated DIP Liens granted on such collateral. See Prepetition Intercreditor Agreement, § 6.01. Moreover, as part of the global consensual restructuring, the Prepetition Second Lien Parties have affirmatively consented to the priming of their liens. B.

The Debtors are Unable to Obtain Unsecured or Junior Secured Credit.

50.

To show that credit is not obtainable on an unsecured basis, the Debtors need only

demonstrate “by a good faith effort that credit was not available” without the protections afforded to potential lenders by subsections 364(c) or (d) of the Bankruptcy Code. Bray v. Shenandoah Fed. Savs. & Loan Ass’n (In re Snowshoe Co., Inc.), 789 F.2d 1085, 1088 (4th Cir. 1986); see also Anchor Savings, 99 B.R. at 120 n.4 (noting that the debtor satisfied the requirement of section 364(d) by “approach[ing] all lenders reasonably likely to be willing to make a junior or unsecured loan”); Ames, 115 B.R. at 37–40 (holding that the debtor must show that it made a reasonable effort to seek other sources of financing under subsections 364(a) and 30

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 31 of 45

(b) of the Bankruptcy Code). Moreover, the Bankruptcy Code and courts do not require debtors to “seek credit from every possible lender before concluding that such credit is unavailable.” Snowshoe, 789 F.2d at 1088; see also In re Sky Valley, Inc., 100 B.R. 107, 113 (Bankr. N.D. Ga. 1988) (finding that “it would be unrealistic and unnecessary to require [the debtor] to conduct such an exhaustive search for financing” where the debtor “suffers some financial stress and has little or no unencumbered property”), aff’d sub nom. Anchor Savings, 99 B.R. at 117; In Reading Tube Indus., 72 B.R. 329, 332 (Bankr. E.D. Pa. 1987) (“Given the ‘time is of the essence’ nature of this type of financing, we would not require this or any debtor to contact a seemingly infinite number of possible lenders.”); but see Crouse Group, 71 B.R. at 550 (noting the “relative ease” of establishing the unavailability of unsecured credit, but denying the motion where the debtor only approached one potential lender, and did not contact two large prepetition lenders). 51.

As noted above and as described in greater detail in the Sorenson Declaration,

after a thorough and competitive marketing process, the Debtors believe that there are no viable alternative sources of financing reasonably available and no alternative sources of financing available on the same or better terms than those being provided by the DIP Financing — a financing package that provides for a comprehensive and expeditious path to emerge from Chapter 11. 52.

No party that Lazard communicated with as part of the marketing process, and no

other party that Lazard was aware of, was interested in providing, or willing to provide, postpetition financing to the Debtors on an unsecured basis. Indeed, no party was willing to provide postpetition financing in the amount needed by the Debtors on anything other than a “priming” basis with respect to substantially all of the Debtors’ assets, which “priming” liens

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 32 of 45

likely would not have been consented to by the Prepetition First Lien Secured Parties and would have subjected to the Debtors’ to a protracted and expensive priming dispute. While in the Debtors’ view the financing contemplated during the Sponsor DIP Discussions did not necessarily provide for “priming” of the Prepetition Liens, the potential funding under such financing did not provide sufficient liquidity for the Debtors to effectuate a restructuring, and likely would have caused costly litigation at the outset of the Chapter 11 Cases regarding the Debtors’ use of the Prepetition Collateral (including Cash Collateral) and disputes regarding the form and nature of adequate protection provided to the Prepetition Secured Parties. As such, the DIP Financing before the Court is the only adequate financing available to the Debtors in these cases. 53.

Thus, providing the DIP Secured Parties with super-priority administrative

expense claims and priming liens is reasonable and appropriate here as it will allow the Debtors to obtain on a consensual basis the critical financing they need to fund their operations and appropriately administer these Chapter 11 Cases. Therefore, the Debtors have satisfied the requirements of section 364 of the Bankruptcy Code because alternative credit on more favorable terms than the DIP Financing are not available to the Debtors. III.

The Forms of Adequate Protection With Respect to Cash Collateral Are Fair and Appropriate. 54.

Section 363(e) of the Bankruptcy Code provides for adequate protection of

interests in property when a debtor uses Cash Collateral. Further, section 362(d)(1) of the Bankruptcy Code provides for adequate protection of interests in property due to the imposition of the automatic stay. See In re Cont’l Airlines, 91 F.3d 553, 556 (3d Cir. 1996) (en banc). While section 361 of the Bankruptcy Code provides examples of forms of adequate protection, such as granting replacement liens and administrative claims, courts decide what constitutes

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 33 of 45

sufficient adequate protection on a case-by-case basis. See, e.g., In re Braniff Airways, Inc., 783 F.2d 1283, 1286 (5th Cir. 1986) (A determination of adequate protection is decided on a case-bycase basis, involving a consideration of the “nature of the creditor’s interest in the property, the potential harm to the creditor as a result of the property’s decline in value and the method of protection.”); In re Mosello, 195 B.R. 277, 289 (Bankr. S.D.N.Y. 1996) (“The determination of adequate protection is a fact-specific inquiry . . . left to the vagaries of each case”); In re Realty Sw. Assocs., 140 B.R. 360 (Bankr. S.D.N.Y. 1992); In re Beker Indus. Corp., 58 B.R. 725, 736 (Bankr. S.D.N.Y. 1986) (the application of adequate protection “is left to the vagaries of each case, but its focus is protection of the secured creditor from diminution in the value of its collateral during the reorganization process”) (citation omitted); In re Satcon Tech. Corp., No. 12-12869 (KG), 2012 WL 6091160, at *6 (Bankr. D. Del. Dec. 7, 2012); see also In re Dynaco Corp., 162 B.R. 389, 394 (Bankr. D.N.H. 1993) (citing 2 Collier on Bankruptcy ¶ 361.01[1] at 361–66 (15th ed. 1993) (explaining that adequate protection can take many forms and “must be determined based upon equitable considerations arising from the particular facts of each proceeding” (citations omitted)). The purpose of adequate protection is to ensure that a secured party’s economic position is not worsened because of the filing of a bankruptcy case. In re DeSardi, 340 B.R. 790, 804 (Bankr. S.D. Tex. 2006). 55.

As described above, the Forms of Adequate Protection set forth in the Interim DIP

Order were specifically negotiated between the Debtors and the Prepetition Secured Parties to obtain such parties’ consent to the imposition of the DIP Financing and the use of their Prepetition Collateral (including Cash Collateral). The Debtors believe the Forms of Adequate Protection are sufficient to protect the Prepetition Secured Parties from any diminution in value

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 34 of 45

of their collateral during the pendency of these case, and thus, are appropriate under the circumstances. 56.

The Forms of Adequate Protection here are consistent with adequate protection

packages approved by courts in this jurisdiction. See, e.g., In re Forbes Energy Servs. Ltd., No. 17-20023 (DRJ) (Bankr. S.D. Tex. Jan. 25, 2017) (granting superpriority administrative claims, adequate protection replacement liens, and fees and expenses on an interim basis to first lien secured creditors); In re Stone Energy Corp., No. 16-36390 (MI) (Bankr. S.D. Tex. Dec. 20, 2016) (same); In re Light Tower Rentals, Inc., No. 16-34284 (DRJ) (Bankr. S.D. Tex. Sept. 1, 2016) (same); In re CJ Holding Co., No. 16-33590 (DRJ) (Bankr. S.D. Tex. July 21, 2016) (same); In re Linn Energy, LLC, No. 16-60040 (DRJ) (Bankr. S.D. Tex. May 13, 2016) (same). IV.

The Use of Cash Collateral Is Warranted and Should Be Approved. 57.

The Debtors’ use of property of their estates, including the Cash Collateral, is

governed by section 363 of the Bankruptcy Code. In particular, section 363(c) of the Bankruptcy Code provides, in relevant part: If the business of the debtor is authorized to be operated under section . . . 1108 . . . of this title and unless the court orders otherwise, the [debtor] may enter into transactions, including the sale or lease of property of the estate, in the ordinary course of business, without notice or a hearing, and may use property of the estate in the ordinary course of business without notice or a hearing. 11 U.S.C. § 363(c)(1). Pursuant to section 363(c)(2) of the Bankruptcy Code, however, a debtor may not use cash collateral unless “(A) each entity that has an interest in such cash collateral consents; or (B) the court, after notice and a hearing, authorizes such use, sale, or lease in accordance with the provisions of this section.” 11 U.S.C. § 363(c)(2). 58.

It is essential to the Debtors’ successful reorganization and maximizing the going

concern value of their businesses that they have sufficient funds to operate in the ordinary 34

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 35 of 45

course. Absent the use of Cash Collateral, the Debtors will not have sufficient working capital to (a) make payments to employees, vendors, or suppliers, (b) satisfy ordinary operating costs, and (c) fund the administrative costs of these Chapter 11 Cases.9 Furthermore, as discussed above, and in accordance with section 363(c)(2) of the Bankruptcy Code, the Prepetition Secured Parties have consented to the Debtors’ use of Cash Collateral, subject to the provisions of the Forms of Adequate Protection on the terms and conditions set forth in the Interim DIP Order. Accordingly, the Debtors submit that the use of Cash Collateral on the terms and conditions set forth in the DIP Orders is in the best interests of the Debtors’ estates and should be approved. V.

The Scope of the Carve-Out Is Appropriate. 59.

In connection with providing the DIP Financing, the DIP Lenders and the

Prepetition Secured Parties have agreed that certain of their liens and claims would be subject to a carve-out. Without the Carve-Out, the Debtors and other parties in interest may be deprived of certain rights and powers because the services for which professionals may be paid in the Chapter 11 Cases would be restricted. See In re Ames Dep’t Stores, Inc., 115 B.R. 34, 40 (Bankr. S.D.N.Y. 1990) (observing that courts insist on carve-outs for professionals representing parties in interest because “[a]bsent such protection, the collective rights and expectations of all parties-in-interest are sorely prejudiced”). The Carve-Out does not directly or indirectly deprive the Debtors’ estates or other parties in interest of possible rights and powers. Additionally, the Carve-Out protects against administrative insolvency during the course of the these Chapter 11 Cases by ensuring that assets for the payment of the Clerk of the Court, U.S. Trustee fees, and professional fees of the Debtors and any official committee appointed under section 1102 of the Bankruptcy Code in these Chapter 11 Cases. 9

For the avoidance of doubt, the Debtors also required access to new money capital in the form of the DIP Facility in addition to the use of Cash Collateral to fund their operations during the pendency of these cases.

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 36 of 45

60.

The Carve-Out here is consistent with carve-out provisions approved by courts in

this jurisdiction. See, e.g., In re Vanguard Natural Resources, LLC, No. 17-30560 (MI) (Bankr. S.D. Tex. Feb. 2, 2017); In re CJ Holding Co., No. 16-33590 (DRJ) (Bankr. S.D. Tex. Sept. 25, 2016); In re Southcross Holdings LP, No 16-20111 (MI) (Bankr. S.D. Tex. Apr. 11, 2016); In re ATP Oil & Gas Corporation, No. 12-31687 (MI) (Bankr. S.D. Tex. Sept. 20, 2012). VI.

The Court Should Authorize the Debtors to Make the DIP Payments and Approve the Backstop Payment. 61.

In connection with negotiating the DIP Financing, the Debtors agreed, subject to

Court approval, to pay certain fees, expenses and other payments arising under the DIP Loan Documents and the DIP Orders (the â&#x20AC;&#x153;DIP Paymentsâ&#x20AC;?), as applicable, as well as the Backstop Payment for the commitment by the Ad Hoc First Lien Group to backstop the Exit Term Loan Facility, the funds for which are being committed and made available to the Debtors through the DIP Facility. Specifically, the Debtors will pay certain upfront commitment payments in favor of the DIP Lenders, an administrative agent fee in favor of the DIP Agent, periodic payments for any unused commitments, and certain issuance fees in favor of the L/C Issuers in connection with the New Letters of Credit and the Existing Letters of Credit.

Notably, the upfront

commitment payments are to be paid pro rata based on the amounts approved under each of the Interim DIP Order and Final DIP Order. 62.

The amounts the Debtors have agreed to pay and other obligations under the DIP

Loan Documents and proposed DIP Orders, including the DIP Payments and the Backstop Payment, are fair and reasonable and represent the most favorable terms to the Debtors on which the DIP Lenders and L/C Issuers would agree to make available the DIP Financing. The Debtors considered the amounts described above when determining in their sound business judgment that

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 37 of 45

the DIP Financing constituted the best terms on which the Debtors could obtain the postpetition financing necessary to continue their operations and pursue their prepackaged reorganization. 63.

Courts routinely authorize debtors to pay amounts similar to those the Debtors are

proposing to pay here, where the associated financing is, in the debtor’s business judgment, beneficial to the debtors’ estates. See, e.g., In re Southcross Holdings LP, No 16-20111 (MI) (Bankr. S.D. Tex. Apr. 11, 2016) (approving 2.0% funding fee); In re CJ Holding Co., No. 1633590 (DRJ) (Bankr. S.D. Tex. Sept. 25, 2016) (approving 5.0% unused commitment fee); In re InSight Health Servs. Holdings Corp., No. 10-16564 (AJG) (Bankr. S.D.N.Y. Jan. 4, 2011) (approving 2.0% DIP closing fee); In re NR Liquidation III Co. (f/k/a Neff Corp.), No. 10-12610 (SCC) (Bankr. S.D.N.Y. June 30, 2010) (approving 3.1% DIP and exit facility fee); In re Lear Corp., No. 09-14326 (ALG) (Bankr. S.D.N.Y. Aug. 4, 2009) (approving 5.0% upfront fee and a 1.0% exit/conversion fee); In re Gen. Growth Props., Inc., No. 09-11977 (ALG) (Bankr. S.D.N.Y. May 14, 2009) (approving 3.75% exit fee); In re Aleris Int’l Inc., No. 09-10478 (BLS) (Bankr. D. Del. Mar. 18, 2009) (approving 3.5% exit fee and 3.5% front-end net adjustment against each lender’s initial commitment); In re Tronox Inc., No. 09-10156 (ALG) (Bankr. S.D.N.Y. Jan. 13, 2009) (approving an up-front 3% facility fee); In re Lyondell Chem. Co., No. 09-10023 (REG) (Bankr. S.D.N.Y. Jan. 8, 2009) (approving exit fee of 3%); In re Dura Auto. Sys., Inc., No. 06-11202 (KJC) (Bankr. D. Del. Jan. 28, 2008) (approving a 2.5% fees related to refinancing and extending a postpetition financing facility); In re DJK Residential, Inc., No. 0810375 (JMP) (Bankr. S.D.N.Y. Feb. 29, 2008) (approving 3% fee in connection with postpetition financing).

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 38 of 45

64.

Thus, approval of the payment of these amounts as part of the DIP Financing are

fair, reasonable and is in the best interests of the Debtors’ estates, creditors, and other parties in interest. VII.

The DIP Secured Parties and the Prepetition Secured Parties Are Entitled to the Good Faith Provisions of the Bankruptcy Code. 65.

Section 364(e) of the Bankruptcy Code protects a good faith lender’s right to

collect on loans extended to a debtor, and its right in any lien securing those loans, even if the authority of the debtor to obtain such loans or grant such liens is later reversed or modified on appeal. Section 364(e) provides that: The reversal or modification on appeal of an authorization under this section [364 of the Bankruptcy Code] to obtain credit or incur debt, or of a grant under this section of a priority or a lien, does not affect the validity of any debt so incurred, or any priority or lien so granted, to an entity that extended such credit in good faith, whether or not such entity knew of the pendency of the appeal, unless such authorization and the incurring of such debt, or the granting of such priority or lien, were stayed pending appeal. 11 U.S.C. § 364(e). 66.

In addition, section 363(m) of the Bankruptcy Code provides that: The reversal or modification on appeal of an authorization under subsection (b) or (c) of this section of a sale or lease of property does not affect the validity of a sale or lease under such authorization to an entity that purchased or leased such property in good faith, whether or not such entity knew of the pendency of the appeal, unless such authorization and such sale or lease were stayed pending appeal.

11 U.S.C. § 363(m). 67.

As explained above, in the Sorensen Declaration, and in the Samford Declaration,

the DIP Financing is the result of the Debtors’ reasonable and informed determination that the DIP Secured Parties offered the most favorable terms on which postpetition financing was available for these Chapter 11 Cases. Further, the DIP Financing is the result of extensive arm’s38

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 39 of 45

length, good faith negotiations between the Debtors, on one hand, and the DIP Secured Parties and the Prepetition Secured Parties, on the other hand. The terms and conditions of the DIP Financing, including the Prepetition Secured Parties’ consent to use their Prepetition Collateral (including Cash Collateral) are fair and reasonable.

Moreover, the proceeds of the DIP

Financing and Cash Collateral will be used only for purposes that are permissible under the Bankruptcy Code. Further, no consideration is being provided to any party to the DIP Loan Documents other than as described herein. 68.

Accordingly, the Court should find that the DIP Secured Parties and Prepetition

Secured Parties are entitled to the “good faith” protections of sections 363(m) and 364(e) of the Bankruptcy Code, and are entitled to all of the protections afforded thereby. VIII.

The Automatic Stay Should Be Modified on a Limited Basis. 69.

The relief requested herein contemplates a modification of the automatic stay to

permit the Debtors to grant the security interests and liens described above to the DIP Secured Parties and the Prepetition Secured Parties, and to perform such acts as may be requested to assure the perfection and priority of such security interests and liens. Paragraph 14 of the Interim DIP Order further provides that the automatic stay shall be vacated and modified to the extent necessary to permit the DIP Secured Parties to exercise all rights and remedies provided for in the DIP Loan Documents and the Interim DIP Order. 70.

Stay modifications of this kind are ordinary and standard features of postpetition

financing arrangements and, in the Debtors’ business judgment, are reasonable and fair under the circumstances of these Chapter 11 Cases. See, e.g., In re Goodman Networks, Inc., No. 1731575 (MI) (Bankr. S.D. Tex. Mar. 14, 2017) (modifying automatic stay as necessary to effectuate the terms of the order); In re Forbes Energy Servs. Ltd., No. 17-20023 (DRJ) (Bankr. S.D. Tex. Jan. 25, 2017) (same); In re Stone Energy Corp., No. 16-36390 (MI) (Bankr. S.D. Tex. 39

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 40 of 45

Dec. 20, 2016) (same); In re Light Tower Rentals, Inc., No. 16-34284 (DRJ) (Bankr. S.D. Tex. Sept. 1, 2016) (same); In re CJ Holding Co., No. 16-33590 (DRJ) (Bankr. S.D. Tex. Jul. 21, 2016) (same); In re Southcross Holdings LP, No. 16-20111 (MI) (Bankr. S.D. Tex. Apr. 11, 2016) (same); In re Autoseis, Inc., No. 14-20130 (RSS) (Bankr. S.D. Tex. Mar. 27, 2014) (same); In re ATP Oil & Gas Corp., No. 12-36187 (MI) (Bankr. S.D. Tex. Aug. 17, 2012) (same). IX.

Failure to Obtain Immediate Access to the DIP Financing on an Interim Basis, Including the Use of Cash Collateral, Would Cause Immediate and Irreparable Harm. 71.

Bankruptcy Rules 4001(b) and 4001(c) provide that a final hearing on a motion to

obtain credit pursuant to section 364 of the Bankruptcy Code or to use Cash Collateral pursuant to section 363 may not be commenced earlier than 14 days after the service of such motion. Upon request, however, the Court is empowered to conduct a preliminary expedited hearing on the motion and authorize the obtaining of credit and use of Cash Collateral to the extent necessary to avoid immediate and irreparable harm to a debtor’s estate. See Bankruptcy Rules 4001(b)(2) and 4001(c)(2). Furthermore, section 363(c)(3) of the Bankruptcy Code authorizes the court to conduct a preliminary hearing and to authorize the use of Cash Collateral “if there is a reasonable likelihood that the [debtor] will prevail at the final hearing under [section 363(e) of the Bankruptcy Code].” 11 U.S.C. § 363(c)(3). 72.

Failure to obtain access to the DIP Financing and access to Cash Collateral would

result in immediate and irreparable harm to the Debtors and their stakeholders, and diminish the value of the Debtors’ estates. Without the approval of the DIP Financing and the use of Cash Collateral, the Debtors likely would be unable to continue to operate in the ordinary course and preserve and maximize the value of their assets. In addition, absent sufficient working capital to fund these cases, the Debtors would not be able to provide a clear, strong message to the 40

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 41 of 45

Debtors’ customers, vendors, employees, and contract counterparties that operations are appropriately funded and that the bankruptcy filing will not impact the Debtors’ businesses operationally.

Finally, a condition precedent to the effectiveness of the Plan and of the

consensual restructuring contemplated thereby requires entry and approval of the DIP Financing and access to Cash Collateral. As such, the DIP Financing is a critical piece to the Debtors’ overall restructuring efforts. 73.

Accordingly, pursuant to section 363(c)(3) of the Bankruptcy Code and

Bankruptcy Rule 4001(b) the Debtors request that the Court conduct an expedited hearing on this motion, and enter the Interim DIP Order authorizing the Debtors to obtain credit under the DIP Financing, including the use Cash Collateral, all on an interim basis, pending approval on a final basis after the scheduling of the Final Hearing. Emergency Consideration 74.

In accordance with Bankruptcy Local Rule 9013-1(i), the Debtors respectfully

request emergency consideration of this Motion pursuant to Bankruptcy Rule 6003, which empowers a court to grant relief within the first 21 days after the commencement of a chapter 11 case “to the extent that relief is necessary to avoid immediate and irreparable harm.” As set forth in this Motion, the Debtors believe an immediate and orderly transition into chapter 11 is critical to the viability of their operations and that any delay in granting the relief requested could hinder the Debtors’ operations and cause irreparable harm. Furthermore, the failure to receive the requested relief during the first 21 days of these Chapter 11 Cases would severely disrupt the Debtors’ operations at this critical juncture. Accordingly, the Debtors submit that they have satisfied the “immediate and irreparable harm” standard of Bankruptcy Rule 6003 and, therefore, respectfully request that the Court approve the relief requested in this Motion on an emergency basis. 41

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 42 of 45

Request for a Final Hearing 75.

Pursuant to Bankruptcy Rules 4001(b)(2) and 4001(c)(2), the Debtors request that

the Court set a date, which is no sooner than 15 days after the date of this Motion and no later than 25 days after the entry of the Interim DIP Order, to hold a hearing to consider entry of the Final DIP Order and the permanent approval of the relief requested in this Motion.10 The Debtors propose that the Court schedule the Final Hearing for May 24, 2017—i.e., the same date and time the Debtors have requested that the Court schedule the hearing to consider the adequacy of the Disclosure Statement and confirmation of the Plan.11 76.

The Debtors also request authority to serve a copy of the signed Interim DIP

Order, which fixes the time and date for the filing of objections, if any, to entry of the Final DIP Order and the scheduling of the Final Hearing, by first class mail upon the notice parties listed below, and further request that the Court deem service thereof sufficient notice of the Final Hearing sufficient under Bankruptcy Rule 4001(c)(2). Waiver of Bankruptcy Rule 6004(a) and 6004(h) 77.

To implement the foregoing successfully, the Debtors seek a waiver of the notice

requirements under Bankruptcy Rule 6004(a) and the 14-day stay of an order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h).

The DIP Credit Agreement requires that the Final DIP Order be entered no later than 35 days after the Petition Date. See DIP Credit Agmt., § 6.19.

See Debtors’ Emergency Motion for Entry of an Order (I) Scheduling a Combined Disclosure Statement Approval and Plan Confirmation Hearing, (II) Establishing a Plan and Disclosure Statement Objection Deadline and Related Procedures, (III) Approving the Solicitation Procedures, (IV) Approving the Confirmation Hearing Notice, (V) Directing that a Meeting of Creditors Not Be Convened, and (VI) Shortening the Notice Requirements Related Thereto, filed contemporaneously herewith.

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 43 of 45

Notice 78.

The Debtors will provide notice of this Motion to: (a) the Office of the U.S.

Trustee for the Southern District of Texas; (b) the holders of the 30 largest unsecured claims against the Debtors (on a consolidated basis); (c) Deutsche Bank Trust Company Americas, as administrative agent under the Debtors’ prepetition first lien credit facility, and counsel thereto; (d) Delaware Trust Company, as administrative agent under the Debtors’ prepetition second lien credit facility, and counsel thereto; (e) counsel to the ad hoc group of holders of claims under the Debtors’ prepetition first lien credit facility; (f) counsel to the ad hoc group of holders of claims under the Debtors’ prepetition second lien credit facility; (g) counsel to the Sponsor; (h) the United States Attorney’s Office for the Southern District of Texas; (i) the Internal Revenue Service; (j) the United States Securities and Exchange Commission; (k) the state attorneys general for states in which the Debtors conduct business; and (l) any party that has requested notice pursuant to Bankruptcy Rule 2002. The Debtors submit that, in light of the nature of the relief requested, no other or further notice is required. No Prior Request 79.

No prior request for the relief sought in this Motion has been made to this or any

other court.

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 44 of 45

WHEREFORE, the Debtors respectfully request that the Court (a) enter the Interim DIP Order, granting the relief requested herein on an interim basis and scheduling the Final Hearing for May 24, 2017 or such other day and time as determined by the Court, (b) enter the Final DIP Order after scheduling the Final DIP Hearing granting the relief requested herein on a final basis, and (c) grant such other relief as the Court deems appropriate under the circumstances. Houston, Texas Dated: May 1, 2017

/s/ Patricia B. Tomasco Patricia B. Tomasco (TX Bar No. 01797600) Matthew D. Cavenaugh (TX Bar No. 24062656) Jennifer F. Wertz (TX Bar No. 24072822) JACKSON WALKER L.L.P. 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 Email: ptomasco@jw.com mcavenaugh@jw.com jwertz@jw.com -andEdward O. Sassower, P.C. (pro hac vice admission pending) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: edward.sassower@kirkland.com -andJames H.M. Sprayregen, P.C. (pro hac vice admission pending) William A. Guerrieri (pro hac vice admission pending) Bradley Thomas Giordano (pro hac vice admission pending) Christopher M. Hayes (pro hac vice admission pending) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: james.sprayregen@kirkland.com will.guerrieri@kirkland.com bradley.giordano@kirkland.com christopher.hayes@kirkland.com Proposed Co-Counsel to the Debtors and Debtors in Possession

Case 17-32660 Document 19 Filed in TXSB on 05/01/17 Page 45 of 45

Certificate of Service I certify that on May 1, 2017, I caused a copy of the foregoing document to be served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas. /s/ Patricia B. Tomasco Patricia B. Tomasco

Case 17-32660 Document 19-1 Filed in TXSB on 05/01/17 Page 1 of 11

Exhibit A Sorensen Declaration

Case 17-32660 Document 19-1 Filed in TXSB on 05/01/17 Page 2 of 11

IN THE UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

In re: AMERIFORGE GROUP INC., et al.,1 Debtors.

§ § § § § § §

Chapter 11 Case No. 17-32660 (DRJ) (Joint Administration Pending) (Emergency Hearing Requested)

DECLARATION OF PARRY SORENSEN IN SUPPORT OF DEBTORS’ EMERGENCY MOTION FOR ENTRY OF INTERIM AND FINAL ORDERS (I) AUTHORIZING THE DEBTORS (A) TO OBTAIN POSTPETITION FINANCING AND (B) TO UTILIZE CASH COLLATERAL, (II) GRANTING ADEQUATE PROTECTION TO PREPETITION SECURED PARTIES, (III) MODIFYING THE AUTOMATIC STAY, (IV) SCHEDULING A FINAL HEARING, AND (V) GRANTING RELATED RELIEF I, Parry Sorensen, hereby declare under penalty of perjury as follows: 1.

I am a Vice President in the Restructuring Group of Lazard Frères & Co. LLC

(“Lazard”), the primary U.S. operating subsidiary of a preeminent international investment banking, financial advisory, and asset management firm with its principal office located at 30 Rockefeller Plaza, New York, New York. I have been one of the principal personnel working on Lazard’s engagement as the proposed investment banker of the above-captioned debtors and debtors-in-possession (collectively, the “Debtors”).

Case 17-32660 Document 19-1 Filed in TXSB on 05/01/17 Page 3 of 11

I submit this declaration (this ”Declaration”) in support of the Debtors’ Motion

for Interim and Final Orders (I) Authorizing the Debtors (A) to Obtain Postpetition Financing and (B) to Utilize Cash Collateral, (II) Granting Adequate Protection to Prepetition Secured Parties, (III) Modifying the Automatic Stay, (IV) Scheduling a Final Hearing, and (V) Granting Related Relief (the ”DIP Motion”).2 3.

Except as otherwise indicated, all facts set forth in this Declaration are based on

(a) my personal knowledge of the Debtors’ operations and finances gleaned during the course of Lazard’s engagement with the Debtors, (b) my discussions with the Debtors’ senior management, other members of the Lazard team and the Debtors’ restructuring advisor, Alvarez & Marsal North America LLC (“A&M”), (c) my review of relevant documents, or (d) my opinion based upon experience. I am authorized to submit this Declaration. If called upon to testify, I could and would competently testify to the facts set forth herein. 4.

I have been employed in the field of corporate finance for approximately 10 years,

during which I have been involved in a broad range of in- and out-of court restructuring transactions on both a principal and advisory basis. Prior to joining Lazard in 2013, I was an investment professional at Oaktree Capital Management, where I focused on middle-market distressed investments. Earlier in my career, I held analyst positions in investment banking and corporate strategy at Lazard and Morgan Stanley, respectively.

I graduated with B.A. in

economics from Harvard College (cum laude). 5.

Lazard is registered as a broker-dealer with the United States Securities and

Exchange Commission and the Financial Industry Regulatory Authority. Together with its predecessors and affiliates, Lazard has been advising clients around the world for over 150 years.

Capitalized terms used but not defined herein have the meanings given to such terms in the DIP Motion.

Case 17-32660 Document 19-1 Filed in TXSB on 05/01/17 Page 4 of 11

Lazard and its professionals have considerable expertise and experience in providing investment banking and financial advisory services to financially distressed companies and to creditors, equity holders and other constituencies in reorganization proceedings and complex financial restructurings, both in- and out-of court. 6.

Since Lazard’s engagement in November 2016, Lazard has rendered investment

banking services to the Debtors in connection with the evaluation of strategic alternatives for restructuring their debt obligations and improving their overall financial conditions. Additionally, Lazard has worked closely with the Debtors’ management and other professionals retained by the Debtors for these Chapter 11 Cases and has become acquainted with the Debtors’ capital structure, liquidity needs and business operations. Background on the Debtors’ Exploration of Strategic Alternatives 7.

The prolonged downturn in the oil and gas market over the past two-years has

resulted in significantly lower activity by the Debtors’ primary customers—oil and gas E&P companies. This manifested into fewer new contracts with these customers and, consequently, lower revenues and losses for the Debtors.

Additionally, lower steel prices and declining

international demand for industrial products resulted in lower activity for the Debtors. The Debtors’ declining revenues, when coupled with operations prone to fluctuations in liquidity, rendered the Debtors legacy capital structure unsustainable. 8.

In light of these circumstances, in late 2016, the Debtors began to explore various

financing and strategic alternatives to enhance their liquidity and address their legacy capital structure. By early 2017, it had become increasingly clear that a comprehensive balance sheet restructuring represented the best path to maximize value for the benefit of all the Debtors’ stakeholders. As such, the Debtors and their advisors commenced negotiations with a number of

Case 17-32660 Document 19-1 Filed in TXSB on 05/01/17 Page 5 of 11

parties in interest, including the Ad Hoc First Lien Group and the Ad Hoc Second Lien Group, as well as their respective advisors, regarding the terms of a potential restructuring. 9.

After extensive negotiations, the Debtors and the other Restructuring Support

Parties (as defined in the Plan) entered into the RSA, which contemplates the comprehensive restructuring that is embodied in the Plan. The Plan provides for a consensual restructuring that will enable the Debtors to de-lever their balance sheet by over $680 million and will provide the Debtors with significant post-emergence liquidity, which will put the Debtors in a position to execute on their new business plan and capitalize on their growth opportunities. 10.

The DIP Facility is a key component of the Debtorsâ&#x20AC;&#x2122; overall restructuring efforts

because it provides the Debtors with a clear source of financing, both during the pendency of the Chapter 11 Cases and following the effective date of the Plan, and also provides the stability and certainty that the Debtors can emerge from these Chapter 11 Cases in a timely and expeditious manner. The Debtorsâ&#x20AC;&#x2122; Need for DIP Financing 11.

The Debtors need access to additional financing (including Cash Collateral) to

permit, among other things, the orderly continuation of operation of their business, to maintain business relationships with vendors, suppliers and customers, to make payroll, and to satisfy other working capital and operational needs, including to address potential adverse impact on their business and operations relating to these Chapter 11 Cases.

The Debtorsâ&#x20AC;&#x2122; access to

sufficient working capital and liquidity through the DIP Financing is important to the preservation and maintenance of the going concern values of the Debtors, to their ability to sustain market confidence in the business and to complete the reorganization of the Debtors, as contemplated by the RSA. As discussed in the DIP Motion, the DIP Lenders have committed to

Case 17-32660 Document 19-1 Filed in TXSB on 05/01/17 Page 6 of 11

provide financing that could be used by the Debtors to operate their business as debtors-inpossession. 12.

The Debtors, in consultation with Lazard and A&M, determined that absent

access to Cash Collateral and the DIP Financing, the Debtors would not have adequate liquidity for the period necessary to effectuate a the restructuring contemplated by the RSA and the Plan. In addition, the availability of credit is important to the Debtors’ ability to assure their customers, vendors, employees, and contract counterparties that operations are appropriately funded and that the bankruptcy filing will not impact the Debtors’ businesses operationally. 13.

In light of the foregoing and based upon meetings with the Debtors’ management

team and A&M, I understand that the Debtors require access to Cash Collateral and the DIP Financing to fund the costs and expenses of administering these Chapter 11 Cases and continue as a going concern to maintain and maximize value. The proposed DIP Facility and the use of Cash Collateral will provide the Debtors with sufficient liquidity to meet management’s forecasts of their ongoing day-to-day obligations, restructuring related costs, the administrative costs of these Chapter 11 Cases, working capital requirements, and other operational expenses, all of which are necessary to effectuate the value maximizing restructuring contemplated by the RSA and Plan. 14.

Based upon meetings with the Debtors’ management team and A&M, I believe

that without access to the DIP Facility and Cash Collateral, the Debtors will not have sufficient cash on hand to maintain uninterrupted business operations, provide ongoing service to their customers, or pay their employees while they restructure their businesses. Such a disruption in operations would likely have a grave and immediate impact on the Debtors’ businesses and negatively impact their restructuring efforts to the detriment of all stakeholders.

Case 17-32660 Document 19-1 Filed in TXSB on 05/01/17 Page 7 of 11

The Debtors’ Efforts to Obtain DIP Financing 15.

Beginning in early March 2017, Lazard, with the assistance of the Debtors’

management and other advisors, commenced a process to secure the requisite debtor-inpossession financing to fund the Debtors’ ongoing business operations and the contemplated chapter 11 costs. This process began by developing a list of the most likely parties who would be willing to evaluate providing debtor-in-possession financing to the Debtors, understanding the practical realities of the Debtors’ situation—(a) all or substantially all of the Debtors’ assets are encumbered and subject to validly perfected first- and second-priority liens, (b) potentially engaging in a priming fight with the Prepetition Secured Parties’ whose liens would be primed or otherwise facing disputes surrounding the Debtors’ ability to adequately protect the Prepetition Secured Parties’ interest in the Prepetition Collateral, (c) obtaining the consent of the Prepetition Secured Parties to have their liens primed, and (d) the possibility of locating a third-party lender willing to provide debtor-in-possession financing on an unsecured basis. In connection with this process, the Debtors approached eight (8) parties regarding the potential of providing debtor-inpossession financing, including: (w) the Ad Hoc First Lien Group; (x) the Ad Hoc Second Lien Group; (y) the Consenting Sponsor Lenders (as defined in the Plan); and (z) five (5) additional third-party lenders. 16.

At the outset of negotiations, the Ad Hoc First Lien Group expressed interest in

providing potential debtor-in-possession financing in connection with a comprehensive restructuring. Accordingly, the Debtors and their advisors engaged in extensive negotiations with the Ad Hoc First Lien Group, regarding the terms of potential debtor-in-possession financing. Notably, during these negotiations the Ad Hoc First Lien Group expressed that it was unwilling to consent to priming of the Prepetition First Liens by an alternative lender.

Case 17-32660 Document 19-1 Filed in TXSB on 05/01/17 Page 8 of 11

17.

Notwithstanding the likely objection the First Lien Ad Hoc Group and the

possibility of a more risky and damaging “priming” fight, Lazard continued to solicit interest in potential financing from the Ad Hoc Second Lien Group, the Sponsor Entities, and third-party lenders. 18.

During preliminary discussions with the Ad Hoc Second Lien Group regarding

debtor-in-possession financing, the Debtors were unable to make progress on the terms of an acceptable financing package. 19.

The Consenting Sponsor Lenders (as defined in the Plan), in their capacity as

Prepetition Second Lien Lenders, and the Debtors’ engaged in preliminary discussions regarding the potential of the Consenting Sponsor Lenders providing financing that would be secured by certain of the Debtors’ foreign subsidiaries’ assets (the “Sponsor DIP Discussion”). However, the Debtors, in consultation with their advisors, determined that the new liquidity contemplated during the Sponsor DIP Discussions would be insufficient to fund the Debtors’ operations and the administrative costs of the Chapter 11 Cases. Additionally, I am advised by counsel that any debtor-in-possession financing provided by the Consenting Sponsor Lenders consistent with the Sponsor DIP Discussions may have resulted in costly litigation at the outset of the Chapter 11 Cases regarding the Debtors’ use of Prepetition Collateral (including Cash Collateral) and did not provide a clear path toward emergence from chapter 11. 20.

Finally, none of five (5) additional third-party lenders that were approached were

willing to provide unsecured financing, or to provide the requisite level of financing secured by the Debtors’ unencumbered assets. A few were willing to consider providing financing secured by liens that primed the Prepetition Liens, but only if the Prepetition Secured Parties would

Case 17-32660 Document 19-1 Filed in TXSB on 05/01/17 Page 9 of 11

consent to such priming liens. Thus, obtaining post-petition financing from a third-party did not seem practical under the circumstances. 21.

Accordingly, the Debtors and their advisors engaged with the Ad Hoc First Lien

Group and its advisors and negotiated the terms described in the DIP Motion and set forth in the DIP Loan Documents. The proposed DIP Facility (a) allows the Debtors to avoid the need to engage in a costly and time-consuming priming fight at the outset of these Chapter 11 Cases, (b) serves as an important component of the Debtorsâ&#x20AC;&#x2122; overall restructuring efforts because it provides the Debtors with a clear source of financing, both during the pendency of the Chapter 11 Cases and following the effective date of the Plan, and (c) provides the stability and certainty that the Debtors can emerge from these Chapter 11 Cases in a timely and expeditious manner. Negotiation of the DIP Facility 22.

I believe the extensive negotiations between the Debtors and the First Lien Ad

Hoc Group regarding the terms of the DIP Facility were conducted at armsâ&#x20AC;&#x2122;-length and in good faith. During the weeks leading up to the Petition Date, the Debtors negotiated the underlying economics and other material terms of the DIP Facility, including the sizing of the facility, the applicable interest rate, and the associated fees, as well as the documentation of the DIP Loan Documents.

Additionally, I believe the third-party marketing process and engaging in the

Sponsor DIP Discussions, assisted the Debtors in negotiations with the First Lien Ad Hoc Group to obtain more favorable terms on the DIP Facility. The DIP Facility Should be Approved 23.

Based on my experience and review of comparable debtor-in-possession

financing transactions, I believe that the economic terms of the DIP Facility are fair and reasonable under the circumstances.

Case 17-32660 Document 19-1 Filed in TXSB on 05/01/17 Page 10 of 11

24.

I believe, based on my experience and involvement in the marketing and

negotiation of the DIP Facility, that the negotiations with all potential lenders were conducted at armsâ&#x20AC;&#x2122;-length and in good faith. The negotiating process was also successful, as the Debtors were able obtain favorable concessions from the First Lien Ad Hoc Group to improve upon the initial offer of debtor-in-possession financing offered by the Ad Hoc First Lien Group. 25.

In my opinion, the DIP Facility is critical component to Debtorsâ&#x20AC;&#x2122; consensual and

comprehensive restructuring, and provides the necessary liquidity to (a) make payments to employees, vendors, or suppliers, (b) satisfy ordinary operating costs, and (c) fund the administrative costs of these Chapter 11 Cases. For the reasons set forth herein, I believe that the authority to obtain the DIP Financing, including the use of Cash Collateral, is in the best interests of the Debtors, their estates, and their creditors.

[Remainder of page intentionally left blank.]

Case 17-32660 Document 19-1 Filed in TXSB on 05/01/17 Page 11 of 11

Pursuant to 28 U.S.C. Â§ 1746, I declare under penalty of perjury that the foregoing statements are true and correct to the best of my knowledge, information, and belief. Dated: May 1, 2017 Houston, Texas

/s/ Parry Sorensen Parry Sorensen Vice President Lazard FrĂ¨res & Co. LLC

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 1 of 211

Exhibit B Interim DIP Order

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 2 of 211

IN THE UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

In re: AMERIFORGE GROUP INC., et al.,1 Debtors.

§ § § § § § §

Chapter 11 Case No. 17-32660 (DRJ) (Joint Administration Pending)

INTERIM ORDER (I) AUTHORIZING THE DEBTORS (A) TO OBTAIN POSTPETITION FINANCING AND (B) TO UTILIZE CASH COLLATERAL, (II) GRANTING ADEQUATE PROTECTION TO PREPETITION SECURED PARTIES, (III) MODIFYING THE AUTOMATIC STAY, (IV) SCHEDULING A FINAL HEARING, AND (V) GRANTING RELATED RELIEF Upon the motion (the “Motion”), 2 dated April 30, 2017 (the “Petition Date”), of Ameriforge Group Inc. (“AFGlobal” or “Borrower”), FR AFG Holdings, Inc. (“Holdings”) and the subsidiaries of AFGlobal and Holdings which have filed chapter 11 petitions (the “Subsidiary Debtors”), as debtors and debtors in possession (collectively, the “Debtors”), in the above-referenced cases (the “Chapter 11 Cases”), seeking entry of an interim order (this “Interim Order”) and a final order (the “Final Order”), pursuant to sections 105, 361, 362, 363, 364, 365, 507 and 552 of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), Rules 2002, 4001, 6004 and 9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Rules 4002-1 and 9013-1 of the Bankruptcy Local Rules for the Southern

The debtors in these chapter 11 cases, along with the last four digits of each debtor’s federal tax identification number, are: Ameriforge Group Inc. (7053); 230 Bodwell Corporation (3965); Advanced Joining Technologies, Inc. (6451); AF Gloenco Inc. (9958); AFG Brazil Holdings LLC (8618); AFG Brazil LLC (8720); AFG Louisiana Holdings Inc (4743); Allpoints Oilfield Services LLC (8333); Ameriforge Corporation (1649); Ameriforge Cuming Insulation LLC (0264); Century Corrosion Technologies LLC (8548); Cuming Corporation (9782); Dynafab Acquisitions Corp. (1331); Flotation Technologies LLC (4572); FR AFG Holdings, Inc. (2623); NRG Manufacturing Louisiana LLC (5823); NRG Manufacturing Inc (7544); Steel Industries Inc. (5154); Steel Industries Real Estate Holding LLC (1298); and TaperLok Corporation (8833). The debtors’ service address is: 945 Bunker Hill Road, Suite 500, Houston, Texas 77024.

Unless otherwise specified, all capitalized terms used but not defined herein shall have the respective meanings given such terms in the DIP Motion or the DIP Credit Agreement (as defined below), as applicable.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 3 of 211

District of Texas (the “Bankruptcy Local Rules”), and the United States Bankruptcy Court for the Southern District of Texas Procedures for Complex Chapter 11 Cases (the “Complex Case Procedures”), that, among other things: (i)

authorizes the Borrower to obtain, and authorizes each of Holdings and the

Subsidiary Debtors (collectively, “Guarantors”) to guarantee, jointly and severally, the Borrower’s obligations in respect of a priming senior secured, super-priority, multiple draw term credit facility (such facility, the “DIP Facility”) of up to $70 million in aggregate principal amount, plus (A) an incremental amount up to approximately $12,392,685.38, of the Borrower’s existing letters of credit issued by the Existing L/C Issuers named (and as defined) therein (each in such capacity, the “Existing L/C Issuer”) that shall be deemed outstanding under the DIP Facility (the “Existing Letters of Credit”) and (B) an incremental amount for new letters of credit in the aggregate amount of up to $2,500,000.00 (the “New Letters of Credit”) to be issued, if necessary, by Deutsche Bank AG New York Branch (in such capacity, the “Additional L/C Issuer” and, together with the Existing L/C Issuer, the “L/C Issuers”), pursuant to the terms of (x) this Interim Order, (y) that certain Senior Secured Super Priority Debtor in Possession Credit Agreement in substantially the form attached hereto as Exhibit 1 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “DIP Credit Agreement”) among the Borrower, Holdings, Deutsche Bank AG New York Branch as administrative agent and collateral agent (in such capacities, and including any successor administrative agent and collateral agent, the “DIP Agent”), the L/C Issuers, and certain lenders party thereto (the “DIP Lenders” and, together with the DIP Agent, the L/C Issuers and the L/C Participants, collectively, the “DIP Secured Parties”) and (z) any and all other Loan Documents (the “DIP Loan Documents”), which, if approved on a final basis, would consist of $70 million of new

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 4 of 211

money funding (the “DIP Loans”), of which up to $25 million plus the Existing Letters of Credit and New Letters of Credit (if necessary) shall be available upon entry of this Interim Order, subject to the terms and conditions of this Interim Order, the Final Order and the DIP Loan Documents (all DIP Loans made to or for the benefit or account of, and all guaranties issued by, the respective Debtors pursuant to the DIP Loan Documents, and all other obligations and liabilities of the Debtors arising under the DIP Loan Documents, including, without limitation, all Obligations and all L/C Obligations, collectively, the “DIP Obligations”); (ii)

approves the terms of, and authorizes the Debtors to execute and deliver,

and perform under, the DIP Loan Documents and to perform such other and further acts as may be required in connection with the DIP Loan Documents; (iii)

authorizes the Debtors to grant to the DIP Agent, for the benefit of itself

and the other DIP Secured Parties, a security interest in and liens on the DIP Collateral (as defined below) and a superpriority administrative expense claim, to the extent and as provided in this Interim Order, the Final Order and the DIP Loan Documents, to secure the DIP Obligations, in accordance with the relative priorities set forth herein; (iv)

authorizes the Debtors to use “cash collateral,” as such term is defined in

section 363 of the Bankruptcy Code (the “Cash Collateral”), including, without limitation, Cash Collateral in which the Prepetition Secured Parties (as defined below) and/or the DIP Secured Parties have a Lien or other interest, in each case whether existing on the Petition Date, arising pursuant to this Interim Order or otherwise; (v)

grants, as of the Petition Date and in accordance with the relative priorities

set forth herein, certain adequate protection to the Prepetition Secured Parties, consisting of, among other things, Adequate Protection Liens (as defined below), the Adequate Protection

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 5 of 211

Super-Priority Claims (as defined below) and the Adequate Protection Payments (as defined below) on account of their respective interests in the Prepetition Collateral (as defined below) (including Cash Collateral), which are being primed by the DIP Facility subject to the terms of this Interim Order; (vi)

vacates the automatic stay imposed by section 362 of the Bankruptcy

Code solely to the extent necessary to implement and effectuate the terms and provisions of the DIP Loan Documents and this Interim Order; (vii)

schedules a final hearing on the Motion (the “Final Hearing”) to consider

entry of the Final Order; and (viii) waives any applicable stay (including under Bankruptcy Rule 6004) and provides for immediate effectiveness of this Interim Order. Having considered the Motion, the First Day Declaration, the Sorensen Declaration, the DIP Credit Agreement, and the evidence submitted at an emergency interim hearing held with respect to the Motion (the “Interim Hearing”); and in accordance with Bankruptcy Rules 2002, 4001(b), (c), and (d) and 9014, all applicable Bankruptcy Local Rules, and the Complex Case Procedures, notice of the Motion and the Interim Hearing having been given; and having found such notice to be due and appropriate; and it appearing that approval of the interim relief requested in the Motion is necessary to avoid immediate and irreparable harm to the Debtors pending the Final Hearing and otherwise is fair and reasonable and in the best interests of the Debtors, their creditors, their estates and all parties in interest, and is essential for the continued operation of the Debtors’ business; and after due deliberation and consideration, and for good and sufficient cause appearing therefor:

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 6 of 211

IT IS FOUND, DETERMINED, ORDERED AND ADJUDGED, that:3 A.

Petition Date. On the Petition Date, the Debtors filed voluntary petitions for

relief under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the Southern District of Texas (the “Court”). The Debtors have continued in the management and operation of their business and property as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. No statutory committee of unsecured creditors (to the extent such committee is appointed, the “Creditors’ Committee”), trustee or examiner has been appointed in the Chapter 11 Cases. B.

Jurisdiction and Venue. The Court has core jurisdiction over the Chapter 11

Cases, the Motion and the parties and property affected hereby pursuant to 28 U.S.C. §§ 157(b) and 1334 and the Amended Standing Order. Venue for the Chapter 11 Cases and proceedings on the Motion is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409. The Court may enter a final order consistent with Article III of the United States Constitution. The legal predicates for the relief sought herein are sections 105, 361, 362, 363, 364, 507 and 552 of the Bankruptcy Code, Bankruptcy Rules 2002, 4001, 6004 and 9014, the Bankruptcy Local Rules, and the Complex Case Procedures. C.

Adequate Notice. The Interim Hearing was held pursuant to the authorization of

Bankruptcy Rule 4001. Notice of the Interim Hearing and the emergency relief requested in the Motion has been provided by the Debtors, whether by facsimile, electronic mail, overnight courier or hand delivery to certain parties in interest, including: (i) the Office of the United States Trustee for the Southern District of Texas, (ii) the Internal Revenue Service, (iii) the entities listed on the Consolidated List of Creditors Holding the 30 Largest Unsecured Claims filed

Findings of fact shall be construed as conclusions of law, and conclusions of law shall be construed as findings of fact, pursuant to Bankruptcy Rule 7052.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 7 of 211

pursuant to Bankruptcy Rule 1007(d), (iv) counsel to the DIP Agent and Prepetition First Lien Agent (as defined below), (v) counsel to the DIP Lenders and the Ad Hoc First Lien Group (as defined in the Motion), (vi) counsel to the Prepetition Second Lien Agent (as defined below), (vii) counsel to the Ad Hoc Second Lien Group (as defined in the Motion), (viii) the United States Attorney for the Southern District of Texas, (ix) the United States Securities and Exchange Commission; (x) the state attorneys general for each state in which the Debtors conduct business, and (xi) any party that has requested notice pursuant to Bankruptcy Rule 2002. Such notice of the Motion, the relief requested therein and the Interim Hearing is in accordance with Bankruptcy Rules 2002 and 4001, Bankruptcy Local Rule 2002-1, and the Complex Case Procedures and is sufficient under the circumstances, and no other or further notice of the Motion is necessary. D.

Prepetition Secured Indebtedness. (i)

Prepetition First Lien Credit Facility.

As of the Petition Date, AFGlobal, as borrower, each of the guarantors party thereto, the financial institutions parties thereto from time to time as lenders (the “Prepetition First Lien Lenders”), and Deutsche Bank Trust Company Americas, as administrative agent and collateral agent for the Prepetition First Lien Lenders (in such capacity, and including any successor agents, the “Prepetition First Lien Agent” and, together with the Prepetition First Lien Lenders, the “Prepetition First Lien Secured Parties”), are parties to that certain Credit Agreement, dated as of December 19, 2012 and amended and restated on January 25, 2013 (as subsequently amended, amended and restated, supplemented, or otherwise modified, refinanced, or replaced from time to time prior to the Petition Date, the “Prepetition First Lien Credit Agreement” and, together with the other Loan Documents (as defined in the Prepetition First

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 8 of 211

Lien Credit Agreement), in each case as amended, restated, supplemented or otherwise modified prior to the Petition Date, collectively, the “Prepetition First Lien Loan Documents” and the credit facility contemplated therein, the “Prepetition First Lien Credit Facility”).

The

Prepetition First Lien Credit Facility provided for term and revolving loans the outstanding amount of which, as of the Petition Date, was no less than $608,281,765.58 consisting of (i) Revolving Credit Loans (as defined in the Prepetition First Lien Credit Agreement) of no less than $89,500,000.00, (ii) Term Loans (as defined in the Prepetition First Lien Credit Agreement) of no less than $518,781,765.58, (iii) the Existing Letters of Credit of approximately $12,392,685.38, plus (iv) any accrued and unpaid interest, costs, expenses, fees (including reimbursable attorney and other advisor fees and expenses), other charges (in each case, to the extent reimbursable under the Prepetition First Lien Loan Documents) and other obligations owing to the Prepetition First Lien Secured Parties or affiliates thereof (together with all other obligations and amounts owing by the applicable Debtors under the Prepetition First Lien Loan Documents, collectively, the “Prepetition First Lien Indebtedness”). The Prepetition First Lien Indebtedness is secured by first-priority Liens granted to, or for the benefit of, the Prepetition First Lien Secured Parties (the “Prepetition First Liens”) on certain of the real property of the Debtors, Cash Collateral (and all deposit and securities accounts related thereto), and on substantially all of the personal property of the Debtors, as further described in the Prepetition First Lien Loan Documents (collectively, the “Prepetition Collateral”). (ii)

Prepetition Second Lien Credit Facility.

As of the Petition Date, AFGlobal, as borrower, each of the guarantors party thereto, the financial institutions parties thereto from time to time as lenders (the “Prepetition

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 9 of 211

Second Lien Lenders”), and Delaware Trust Company, as successor administrative agent and collateral agent for the Prepetition Second Lien Lenders (in such capacity, and including any successor agents, the “Prepetition Second Lien Agent” and, together with the Prepetition Second Lien Lenders, the “Prepetition Second Lien Secured Parties” and, together with the Prepetition First Lien Secured Parties, the “Prepetition Secured Parties”), are parties to that certain Credit Agreement, dated as of December 19, 2012, and amended and restated on January 25, 2013 (as subsequently amended, amended and restated, supplemented, or otherwise modified, refinanced, or replaced from time to time prior to the Petition Date, the “Prepetition Second Lien Credit Agreement” and, together with the other Loan Documents (as defined in the Prepetition Second Lien Credit Agreement), in each case as amended, restated, supplemented or otherwise modified prior to the Petition Date, collectively, the “Prepetition Second Lien Loan Documents” and, together with the Prepetition First Lien Loan Documents, the “Prepetition Loan Documents”; the credit facility contemplated by the Prepetition Second Lien Loan Documents, the “Prepetition Second Lien Credit Facility”).

The Prepetition Second Lien Credit Facility

provided for a term loan the outstanding amount of which, as of the Petition Date, was no less than $143,314,316.92, plus any accrued and unpaid interest, costs, expenses, fees (including reimbursable attorney and other advisor fees and expenses), other charges (in each case, to the extent reimbursable under the Prepetition Second Lien Loan Documents) and other obligations owing to the Prepetition Second Lien Secured Parties or affiliates thereof (together with all other obligations and any other amounts owing by the applicable Debtors under the Prepetition Second Lien Loan Documents, collectively, the “Prepetition Second Lien Indebtedness” and, together with the Prepetition First Lien Indebtedness, the “Prepetition Secured Indebtedness”). The Prepetition Second Lien Indebtedness is secured by second-priority Liens

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 10 of 211

Intercreditor Agreement. The relative rights of the Prepetition Secured

Parties to, and the priority of their respective security interests in, the Prepetition Collateral are set forth in that certain Junior Lien Intercreditor Agreement, dated as of December 19, 2012, among Holdings, AFGlobal, the Prepetition First Lien Agent, the Prepetition Second Lien Agent, and the other Grantors (as defined therein) party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Prepetition Intercreditor Agreement”). E.

Debtors’ Stipulations. Without prejudice to the rights of parties in interest to the

extent set forth in Paragraph 6 below, the Debtors admit, stipulate, acknowledge and agree (Paragraphs E(i) through E(vii) hereof shall be referred to herein collectively as the “Debtors’ Stipulations”) as follows: (i)

Prepetition First Lien Indebtedness.

As of the Petition Date, (x) the

Prepetition First Lien Indebtedness constitutes legal, valid and binding obligations of the applicable Debtors, enforceable in accordance with the terms of the applicable Prepetition First Lien Loan Documents (other than in respect of the stay of enforcement arising from section 362 of the Bankruptcy Code) and constitute “allowed claims” within the meaning of section 502 of the Bankruptcy Code, (y) no setoffs, recoupments, offsets, defenses or counterclaims to any of the Prepetition First Lien Indebtedness exists, and (z) no portion of the Prepetition First Lien Indebtedness or any payments made to any or all of the Prepetition First Lien Secured Parties is subject to avoidance, recharacterization, recovery, subordination, attack, offset, counterclaim,

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 11 of 211

defense, disallowance, impairment, cross-claims, counterclaims, defenses or other “claims” (as defined in the Bankruptcy Code; hereafter “Claims”) of any kind pursuant to the Bankruptcy Code or applicable non-bankruptcy law or regulation or otherwise by any person or entity. (ii)

Prepetition First Liens and Prepetition Collateral. As of the Petition Date,

the Prepetition First Liens (w) are valid, binding, enforceable, and perfected first-priority liens on the Prepetition Collateral, (x) were granted to, or for the benefit of, the Prepetition First Lien Secured Parties for fair consideration and reasonably equivalent value, (y) are not subject to avoidance, recharacterization, subordination (whether equitable or otherwise), attachment, recoupment, avoidance, reduction, set-off, offset, or any other claims, causes of action or challenges of any nature pursuant to the Bankruptcy Code or applicable non-bankruptcy law (except for the lien subordination contemplated herein), and (z) are subject and subordinate only to (A) the DIP Liens (as defined below), (B) the Carve-Out (as defined below), and (C) valid, binding, enforceable, perfected and unavoidable Liens permitted under the applicable Prepetition First Lien Loan Documents to the extent that such Liens are permitted by the applicable Prepetition First Lien Loan Documents to be senior to or pari passu with the applicable Prepetition First Liens. (iii)

Prepetition Second Lien Indebtedness. As of the Petition Date, (x) the

Prepetition Second Lien Indebtedness constitutes legal, valid and binding obligations of the applicable Debtors, enforceable in accordance with the terms of the applicable Prepetition Second Lien Loan Documents (other than in respect of the stay of enforcement arising from section 362 of the Bankruptcy Code) and constitute “allowed claims” within the meaning of section 502 of the Bankruptcy Code, (y) no setoffs, recoupments, offsets, defenses or counterclaims to any of the Prepetition Second Lien Indebtedness exists, and (z) no portion of

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 12 of 211

the Prepetition Second Lien Indebtedness or any payments made to any or all of the Prepetition Second Lien Secured Parties is subject to avoidance, recharacterization, recovery, subordination, attack, offset, counterclaim, defense, disallowance, impairment, cross-claims, counterclaims, defenses or other Claims of any kind pursuant to the Bankruptcy Code or applicable nonbankruptcy law or regulation or otherwise by any person or entity. (iv)

Prepetition Second Liens and Prepetition Collateral. As of the Petition

Date, the Prepetition Second Liens (w) are valid, binding, enforceable, and perfected secondpriority Liens on the Prepetition Collateral, (x) were granted to, or for the benefit of, the Prepetition Second Lien Secured Parties for fair consideration and reasonably equivalent value, (y) are not subject to avoidance, recharacterization, subordination (whether equitable or otherwise), attachment, recoupment, avoidance, reduction, set-off, offset, or any other claims, causes of action or challenges of any nature pursuant to the Bankruptcy Code or applicable nonbankruptcy law (except for the lien subordination contemplated herein), and (z) are subject and subordinate only to (A) the DIP Liens (as defined below), (B) the Carve-Out (as defined below), (C) the Prepetition First Liens, and (D) valid, binding, enforceable, perfected and unavoidable Liens permitted under the applicable Prepetition Second Lien Loan Documents to the extent that such Liens are permitted by the applicable Prepetition Second Lien Loan Documents to be senior to or pari passu with the applicable Prepetition Second Liens. (v)

Cash Collateral. All cash proceeds of the Prepetition Collateral, including

all such cash proceeds held in any of the Debtorsâ&#x20AC;&#x2122; banking, checking or other deposit accounts with financial institutions (in each case, other than trust, escrow and custodial funds held as of the Petition Date in properly established trust, escrow and custodial accounts) are Cash Collateral of the Prepetition Secured Parties within the meaning of section 363(a) of the Bankruptcy Code.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 13 of 211

Each of the Prepetition Secured Parties are entitled, pursuant to sections 105, 361, 362 and 363(e) of the Bankruptcy Code, to adequate protection of their respective interests in the Prepetition Collateral, including Cash Collateral, for any diminution in the value thereof. (vi)

No Claims. The Debtors have no valid Claims, counterclaims, cross-

claims, recoupments, causes of action, defenses or setoff rights against any of the Prepetition Secured Parties with respect to the Prepetition Loan Documents, whether arising at law or at equity, including, without limitation, any recharacterization, subordination (whether equitable or otherwise), avoidance or other claims arising under or pursuant to sections 105, 510, 541 or 542 through 553, inclusive, of the Bankruptcy Code or any theory of “lender liability” or any other theory under applicable state law or otherwise. (vii)

Release of Claims. Effective upon entry of this Interim Order, the Debtors

absolutely and unconditionally forever waive, discharge and release any defense, counterclaim, offset, recoupment, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of the Debtors’ liability to repay the DIP Secured Parties or Prepetition Secured Parties as provided under the DIP Loan Documents and Prepetition Loan Documents, or to seek affirmative relief or damages of any kind or nature from any of the DIP Secured Parties or Prepetition Secured Parties. Each of the Debtors, in its own right and with respect to any Subsidiaries of its bankruptcy estates, and on behalf of all its successors, assigns, Subsidiaries and any affiliates and any person acting for and on behalf of, or claiming through them, hereby fully, finally and forever release and discharge the DIP Agent, the DIP Lenders, the Prepetition First Lien Agent, the Prepetition Second Lien Agent, the L/C Issuers, the Ad Hoc First Lien Group, the Ad Hoc Second Lien Group, the Consenting Sponsor Lenders (as defined in the Restructuring Support Agreement) and each of the Prepetition First

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 14 of 211

Lien Lenders and Prepetition Second Lien Lenders (collectively, the â&#x20AC;&#x153;Released Partiesâ&#x20AC;?) of and from any and all past or present actions, causes of action, demands, suits, claims, liabilities, Liens, lawsuits, adverse consequences, amounts paid in settlement, costs, damages, debts, deficiencies, diminution in value, disbursements, expenses, losses and other obligations of any kind or nature whatsoever, whether in law, equity or otherwise (including, without limitation, those arising under sections 502(d), 544, 545, 547, 548, 549, 550, 551 and 553 and 724(a) of the Bankruptcy Code and interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Released Parties, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the date hereof in any way, directly or indirectly arising out of, connected with or relating to the Prepetition Loan Documents, the DIP Loan Documents, this Interim Order, the Final Order or the debtor-creditor relationship among any of the applicable Prepetition Secured Parties or DIP Secured Parties, on the one hand, and the Debtors, on the other hand and the transactions contemplated under any of the foregoing, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing. F.

Findings Regarding the DIP Facility. (i)

Need for Post-Petition Financing. The Debtors have an immediate need to

obtain the DIP Facility and use Cash Collateral, among other things, to permit the orderly continuation of the operation of their businesses, to maintain business relationships with vendors,

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 15 of 211

suppliers and customers, to make payroll, to make capital expenditures, to satisfy other working capital and operation needs, to administer the Chapter 11 Cases, to consummate the Restructuring Transactions (as defined in the Restructuring Support Agreement), to make Adequate Protection Payments and to pay fees and expenses arising under the DIP Credit Agreement, in each case, in accordance with and subject to the Budget (as defined below). The Debtors’ access to sufficient working capital and liquidity through the use of borrowing under the DIP Facility, the continuation of the Existing Letters of Credit, the issuance of New Letters of Credit (if necessary) and through the use of Cash Collateral is vital to the preservation and maintenance of the going concern values of the Debtors and to a successful reorganization of the Debtors pursuant to the Restructuring Transactions and to avoid immediate and irreparable harm pending the Final Hearing. (ii)

Best Financing Available. As described in the Sorenson Declaration, the

Debtors have been and continue to be unable to obtain financing on more favorable terms from sources other than the DIP Secured Parties under the DIP Loan Documents. The Debtors are unable to obtain adequate unsecured credit allowable under section 503(b)(1) of the Bankruptcy Code as an administrative expense, or secured credit allowable under sections 364(b), 364(c)(1), 364(c)(2) and 364(c)(3) of the Bankruptcy Code. The Debtors are also unable to obtain secured credit allowable under sections 364(c)(1), 364(c)(2) and 364(c)(3) of the Bankruptcy Code without the Debtors granting to the DIP Secured Parties the rights, remedies, privileges, benefits and protections provided herein and in the DIP Loan Documents, including, without limitation, the DIP Liens and the DIP Super-Priority Claims (as defined below) (all of the foregoing, including the DIP Liens and the DIP Super-Priority Claims, collectively, the “DIP Protections”).

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 16 of 211

(iii)

DIP Liens. The security interests and liens granted pursuant to this Interim

Order to the DIP Agent, for the benefit of itself and the other DIP Secured Parties, are appropriate under section 364(d) of the Bankruptcy Code because, among other things: (i) such security interests and liens do not impair the interests of any holder of a valid, perfected, prepetition security interest or lien on the property of the Debtors’ estates, (ii) the holders of such valid, perfected prepetition security interests and liens have consented to the security interests and priming liens granted pursuant to this Interim Order to the DIP Agent for the benefit of itself and the other DIP Secured Parties, and/or (iii) the interests of any holder of a valid, perfected, prepetition security interest or lien are otherwise adequately protected. G.

Adequate Protection for Prepetition Secured Parties. The Prepetition Secured

Parties have negotiated in good faith regarding the Debtors’ use of the Prepetition Collateral (including the Cash Collateral) to permit the continued operation of the Debtors’ businesses. The Prepetition First Lien Agent and the Prepetition Second Lien Agent, respectively, have agreed to permit the Debtors to use the Prepetition Collateral (including the Cash Collateral) for the period through the DIP Termination Date (as defined below), subject to the terms and conditions set forth herein, including the protections afforded a party acting in “good faith” under sections 363(m) and 364(e) of the Bankruptcy Code. The Prepetition Secured Parties are entitled to the adequate protection pursuant to sections 361, 362, 363, 364 and 507 of the Bankruptcy Code as provided in this Interim Order.

The terms of the proposed adequate

protection arrangements and use of the Cash Collateral are fair and reasonable, are sufficient to protect the interests of the Prepetition Secured Parties and reflect the Debtors’ prudent exercise of business judgment and constitute reasonably equivalent value and fair consideration for the Prepetition Secured Parties’ consent to the entry of this Interim Order and relief provided herein.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 17 of 211

Section 552.

In light of the subordination of their Liens and super-priority

administrative expense claims to (i) the Carve-Out in the case of the DIP Secured Parties (solely with respect to the super-priority administrative expense claims), and (ii) the Carve-Out and the DIP Liens and DIP Super-Priority Claims in the case of the Prepetition Secured Parties, each of the DIP Secured Parties and the Prepetition Secured Parties are entitled to all of the rights and benefits of section 552(b) of the Bankruptcy Code, and, upon entry of the Final Order, the “equities of the case” exception shall not apply. I.

Business Judgment and Good Faith Pursuant to Section 364(e). (i)

The DIP Secured Parties have indicated a willingness to provide post-

petition secured financing via the DIP Facility to the Borrower in accordance with the DIP Loan Documents and this Interim Order. (ii)

The terms and conditions of the DIP Facility pursuant to the DIP Loan

Documents and this Interim Order, and the fees and expenses paid and to be paid thereunder and the Backstop Payment are fair, reasonable, and the best available under the circumstances, reflect the Debtors’ exercise of prudent business judgment consistent with their fiduciary duties, and are supported by reasonably equivalent value and consideration. (iii)

The DIP Facility and DIP Loan Documents were negotiated in good faith

and at arms’ length among the Debtors, on the one hand, and the DIP Secured Parties, on the other hand, each with the assistance and counsel of their respective advisors, and all of the DIP Obligations shall be deemed to have been extended by the DIP Secured Parties, as applicable, and their respective affiliates for valid business purposes and uses and in good faith, as that term is used in section 364(e) of the Bankruptcy Code, and in express reliance upon the protections offered by section 364(e) of the Bankruptcy Code, and the DIP Obligations, the DIP Liens, the

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 18 of 211

DIP Super-Priority Claims and the other DIP Protections shall be entitled to the full protection of section 364(e) of the Bankruptcy Code in the event this Interim Order or any other order or any provision hereof or thereof is vacated, reversed, amended or modified, on appeal or otherwise. (iv)

The Prepetition Secured Parties have acted in good faith regarding the DIP

Facility and the Debtors’ use of the Prepetition Collateral, including the Debtors’ use of the Cash Collateral, to fund the administration of the Debtors’ estates and continued operation of their business. J.

Relief Essential; Best Interest. Good cause has been shown for immediate entry

of this Interim Order pursuant to Bankruptcy Rule 4001(b)(2) and 4001(c)(2), the Bankruptcy Local Rules and the Complex Case Procedures. For the reasons set forth herein, the Debtors have an immediate and critical need to obtain financing and access Cash Collateral. Absent granting the relief set forth in this Interim Order, the Debtors’ estates and their ability to successfully reorganize will be immediately and irreparably harmed. Consummation of the DIP Facility in accordance with this Interim Order and the DIP Loan Documents is, therefore, in the best interests of the Debtors’ estates consistent with their fiduciary duties. NOW, THEREFORE, on the Motion and the record before this Court with respect to the Motion, and with the consent of the Debtors, the Prepetition Secured Parties, the DIP Secured Parties to the form and entry of this Interim Order, and good and sufficient cause appearing therefor, IT IS ORDERED that: 1.

Motion Granted. The Motion is granted on an interim basis in accordance with

the terms and conditions set forth in this Interim Order and the DIP Loan Documents. Any

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 19 of 211

objections to the Motion with respect to the entry of this Interim Order that have not been withdrawn, waived or settled, are hereby denied and overruled. 2.

DIP Loan Documents and DIP Protections. (a)

Approval of DIP Loan Documents.

The Debtors are expressly and

immediately authorized to (i) establish the DIP Facility, (ii) execute, deliver and perform under the DIP Loan Documents and to incur the DIP Obligations in accordance with, and subject to, the terms of this Interim Order and the DIP Loan Documents, and (iii) execute, deliver and perform under all other instruments, certificates, agreements and documents which may be required or necessary for the performance by the applicable Debtors under the DIP Facility and the creation and perfection of the DIP Liens described in, and provided by, this Interim Order and the DIP Loan Documents. The Debtors are hereby authorized to do and perform all acts necessary to consummate the DIP Documents, to pay the principal, interest, fees, expenses and other amounts described in the DIP Loan Documents as such become due pursuant to the DIP Loan Documents and this Interim Order, including, without limitation, the Commitment Payments (which Commitment Payments, for the avoidance of doubt, shall be paid solely in respect of the $70 million of new money funding commitments), any Unused Commitment Payments and all other closing fees, administrative fees, arrangement fees, issuance fees, fronting fees, commitment or backstop fees, letter of credit fees and reasonable attorneysâ&#x20AC;&#x2122; and financial advisorsâ&#x20AC;&#x2122; fees and disbursements arising under the DIP Loan Documents and this Interim Order, to make any required deposits in the DIP Cash Collateral Account and to pay the Backstop Payment, which acts, payments (and the amounts thereof) and deposits shall not be subject to further approval of this Court and such payments shall be non-refundable; provided, however, that the payment of the fees and expenses of the Lender Professionals (as defined

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 20 of 211

below) incurred after the Petition Date shall be subject to the provisions of Paragraph 18(a). Upon their execution and delivery, the DIP Loan Documents shall represent valid and binding obligations of the applicable Debtors enforceable against such Debtors in accordance with their terms. Each officer of a Debtor acting singly is hereby authorized to execute and deliver each of the DIP Loan Documents, such execution and delivery to be conclusive of their respective authority to act in the name of and on behalf of the Debtors. (b)

Authorization to Incur DIP Obligations.

To enable the Debtors to

continue to operate their businesses, during the period from the entry of this Interim Order through and including the entry of the Final Order (the “Interim Period”), and subject to the terms and conditions of this Interim Order and the DIP Loan Documents, including, without limitation, the covenant in Section 7.10 of the DIP Credit Agreement (as the same may be modified, supplemented or updated from time to time, the “Budget Covenant”), the Borrower is hereby authorized to (i) borrow DIP Loans under the DIP Facility in an aggregate outstanding principal amount not to exceed $25 million and (ii) request the issuance of New Letters of Credit in an aggregate outstanding principal amount not to exceed $2,500,000.00. Following the expiration of the Interim Period, the Borrower’s authority to borrow further DIP Loans and request the issuance of New Letters of Credit will be governed by the terms of the Final Order. The Existing Letters of Credit are hereby deemed letters of credit outstanding under the DIP Facility and the Debtors’ reimbursement obligations in respect thereof are, thus, DIP Obligations subject to all the same rights and protections as other DIP Obligations set forth in this Interim Order. All obligations of the Revolving Credit Lenders (as defined in the Prepetition First Lien Credit Agreement) with respect to the Existing Letters of Credit, as set forth in the Prepetition First Lien Credit Agreement, shall be deemed to be obligations of such Revolving Credit

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 21 of 211

Lenders as L/C Participants under (and as defined in) the DIP Credit Agreement with respect to the analogous obligations of an L/C Participant under the DIP Credit Agreement as if they were parties to the DIP Credit Agreement in such capacity and, to the extent such obligations are not satisfied by such Revolving Credit Lenders under the DIP Credit Agreement, shall remain outstanding and enforceable during the Chapter 11 Cases and shall not be released by virtue of the Existing Letters of Credit being deemed letters of credit outstanding under the DIP Facility. All DIP Obligations of the Borrower shall be unconditionally guaranteed by each of the Guarantors on a joint and several basis as further provided in the DIP Loan Documents. All obligations arising from the issuance of New Letters of Credit shall be unconditionally guaranteed by each of the Guarantors on a joint and several basis, and cash collateralized by the Borrower, using cash or proceeds of the DIP Loans, in an amount equal to 105% of the aggregate Outstanding Amount of New Letters of Credit issued, in each case as further provided in the DIP Documents. (c)

Application of DIP Facility and DIP Collateral Proceeds. The proceeds of

the DIP Facility and DIP Collateral (in each case net of any amounts used to pay fees, principal, interest, costs and expenses of the DIP Facility pursuant to, and in accordance with, the DIP Loan Documents and this Interim Order) shall be used in accordance with the terms and conditions of the DIP Loan Documents and this Interim Order, including, without limitation, the Budget Covenant, solely for (i) the costs of administering the Chapter 11 Cases, (ii) consummation of the Restructuring Transactions, (iii) ongoing working capital and capital expenditure needs of the Debtors during the pendency of the Chapter 11 Cases, (iv) cash collateralizing the New Letters of Credit in accordance with the terms and conditions of the DIP Loan Documents and this Interim Order, (v) making Adequate Protection Payments, (vi) making

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 22 of 211

the Backstop Payment on the Plan Effective Date (in accordance with the terms of the Plan and the Backstop Fee Letter); and (vii) funding the Carve-Out. Without limiting the foregoing, the Debtors shall not be permitted to make any payments on account of any prepetition debt, obligation or Claim prior to the effective date of any confirmed chapter 11 plan with respect to all of the Debtors, except with respect to the prepetition obligations as set forth in this Interim Order or as otherwise provided in any order entered by the Court (which orders shall be in form and substance reasonably acceptable to the DIP Agent and the Required Lenders (as such term is defined in the DIP Credit Agreement)), or as otherwise provided in the DIP Credit Agreement. A copy of the initial approved Budget is attached as Exhibit 2. (d)

Conditions Precedent. The DIP Secured Parties shall have no obligation

to make any DIP Loan, issue any New Letters of Credit, renew any Existing Letters of Credit under the DIP Credit Agreement or make any other extension of credit or financial accommodation in respect of the DIP Facility or otherwise during the Interim Period unless and until all conditions precedent to the making of any such DIP Loan, New Letters of Credit, renewal of Existing Letters of Credit or other extension of credit or financial accommodation under the DIP Loan Documents and this Interim Order have been satisfied in full or waived by the requisite DIP Secured Parties or the applicable L/C Issuer, as applicable, in accordance with the DIP Loan Documents and this Interim Order, as applicable. (e)

DIP Liens. Subject to the relative priorities among the DIP Facility, the

Prepetition First Lien Credit Facility and the Prepetition Second Lien Credit Facility, in each case as set forth more fully in this Interim Order (including in Paragraphs 2(e) and (f) hereof), the DIP Agent (as provided in the DIP Loan Documents and for itself and the ratable benefit of the other DIP Secured Parties) is hereby granted the following Liens (which shall immediately,

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 23 of 211

and without any further action by any person, be valid, binding, permanent, perfected, continuing, enforceable and non-avoidable) on all property of the Debtors, now existing or hereinafter acquired, including, without limitation, all cash and cash equivalents (whether maintained with the DIP Agent or otherwise), and any investment in such cash or cash equivalents, money, motor vehicles and rolling stock, inventory, goods, accounts receivable, causes of action (including, subject to entry of the Final Order, Avoidance Actions), other rights to payment, intercompany loans and other investments, investment property, and, to the extent consistent with the rights of applicable counterparties thereunder, contracts, contract rights, properties, plants, equipment, machinery, general intangibles, payment intangibles, accounts, deposit accounts, documents, instruments, chattel paper, documents of title, letters of credit, letter of credit rights, supporting obligations, leases and other interests in leaseholds, real property, fixtures, patents, copyrights, trademarks, trade names, other intellectual property, intellectual property licenses, capital stock of subsidiaries (subject to the restriction set forth below), tax refunds, insurance proceeds, commercial tort claims (without the need to comply with any requirement, under the Uniform Commercial Code or otherwise, to specifically identify any such commercial tort claim), membership interests and other equity ownership interests, in joint ventures (collectively, the “Joint Venture Entities”) (subject to the restrictions set forth below), all other Collateral (as defined in the DIP Credit Agreement) and all other “property of the estate” (within the meaning of the Bankruptcy Code) of any kind or nature, real or personal, tangible, intangible or mixed, now existing or hereafter acquired or created, and all rents, products, substitutions, accessions, profits, replacements and cash and non-cash proceeds of all of the foregoing; provided, however, that notwithstanding any provision herein or in any DIP Loan Document to the contrary, (a) no Debtor shall be required to pledge (i) in excess of 65% of

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 24 of 211

the voting capital stock of its direct foreign subsidiaries that are “controlled foreign corporations” (within the meaning of section 957 of the Internal Revenue Code) or (ii) any of the capital stock of its indirect subsidiaries that is held by a foreign subsidiary that is a “controlled foreign corporation” (within the meaning of section 957 of the Internal Revenue Code) and (b) any capital stock of direct foreign subsidiaries that is pledged shall include the same capital stock that is pledged in respect of the Prepetition Indebtedness (all of the foregoing collateral collectively referred to as the “DIP Collateral,” and all such Liens granted to the DIP Agent as provided in the DIP Loan Documents and for the ratable benefit of the DIP Secured Parties in respect of the Obligations under, and as defined in the DIP Credit Agreement, as pursuant to this Interim Order and the DIP Loan Documents, as applicable, the “DIP Liens”): (I) pursuant to section 364(c)(2) of the Bankruptcy Code, a perfected, binding, continuing, enforceable, non-avoidable, firstpriority Lien on all unencumbered DIP Collateral, including, without limitation, the proceeds of the Debtors’ claims and causes of action under sections 502(d), 542, 544, 545, 547, 548, 549, 550, 551 and 553 and 724(a) of the Bankruptcy Code and any other avoidance or similar action under the Bankruptcy Code or similar state law (“Avoidance Actions”) (subject to entry of the Final Order), whether received by judgment, settlement or otherwise; (II) pursuant to section 364(c)(3) of the Bankruptcy Code, a perfected junior Lien upon all DIP Collateral (including, without limitation, Cash Collateral) that is subject to (x) valid, enforceable, non-avoidable and perfected Liens in existence on the Petition Date that, after giving effect to any intercreditor or subordination agreement, are senior in priority to the Prepetition Liens, and (y) valid, enforceable and non-avoidable Liens in existence on the Petition Date that are perfected subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy Code and after giving effect to any intercreditor or subordination agreement, are senior in priority to the Prepetition Liens, other than, in the case of clause (II)(x) or (II)(y), Liens which are expressly stated to be primed by the Liens to be granted to the DIP Agent described in clause (III) below (subject to such exception, the “Prepetition Senior Liens”); and

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 25 of 211

(III) pursuant to section 364(d)(1) of the Bankruptcy Code, a perfected first-priority, senior priming Lien on all DIP Collateral that is senior to (x) the existing Prepetition First Liens in favor of the Prepetition First Lien Secured Parties and securing the Prepetition First Lien Indebtedness (including all Obligations (as defined in the Prepetition First Lien Loan Documents)), (y) the existing Prepetition Second Liens in favor of the Prepetition Second Lien Secured Parties and securing the Prepetition Second Lien Indebtedness (including all Obligations (as defined in the Prepetition Second Lien Loan Documents)), and (z) any existing Liens in favor of any other person or entity (other than the Prepetition Senior Liens), including, without limitation, all Liens junior to the Prepetition First Liens (the Liens referenced in clauses (x) and (y), collectively, the “Primed Liens”), which Primed Liens, together with any Liens granted on or after the Petition Date to provide adequate protection in respect of any Primed Liens, shall be primed by and made subject and subordinate to the perfected first-priority senior priming DIP Liens. (f)

DIP Lien Priority. Notwithstanding anything to the contrary contained in

this Interim Order and the DIP Loan Documents, and for the avoidance of doubt, the DIP Liens granted to the DIP Agent (for the DIP Secured Parties) shall in each and every case be firstpriority senior Liens that (i) are subject only to the Prepetition Senior Liens and, to the extent provided in the provisions of this Interim Order and the DIP Loan Documents, shall also be subject to the Carve-Out, and (ii) except as provided in the foregoing clause (i), are senior to all other prepetition and post-petition Liens of any other person or entity (including, without limitation, the Primed Liens and the Adequate Protection Liens). The DIP Liens and the DIP Super-Priority Claims (i) shall not be subject to sections 510, 549, 550 or 551 of the Bankruptcy Code, or, subject to the entry of the Final Order: (a) section 506(c) of the Bankruptcy Code or (b) the “equities of the case” exception of section 552 of the Bankruptcy Code, (ii) shall not be subordinate to, or pari passu with, (x) any Lien that is avoided and preserved for the benefit of the Debtors and their estates under section 551 of the Bankruptcy Code, (y) any Liens arising after the Petition Date, including, without limitation, any Liens granted or ordered by the Court 24

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 26 of 211

at any time in any of the Chapter 11 Cases, or (z) any intercompany or affiliate Liens of the Debtors, and (iii) shall be valid and enforceable against any trustee or any other estate representative appointed in the Chapter 11 Cases, upon the conversion of any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code or in any other proceedings related to any of the foregoing (each, a â&#x20AC;&#x153;Successor Caseâ&#x20AC;?), and/or upon the dismissal of any of the Chapter 11 Cases. (g)

Enforceable Obligations. The DIP Loan Documents shall constitute and

evidence the valid and binding DIP Obligations of the applicable Debtors, which DIP Obligations shall be enforceable against such Debtors, their estates and any successors thereto (including, without limitation, any trustee or other estate representative in any Successor Case), and their creditors, in accordance with their terms. No obligation, payment, transfer or grant of security under the DIP Loan Documents or this Interim Order shall be stayed, restrained, voidable, avoidable or recoverable under the Bankruptcy Code or under any applicable law (including, without limitation, under sections 502(d), 544, 547, 548 or 549 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law), or subject to any avoidance, reduction, setoff, recoupment, offset, recharacterization, subordination (whether equitable, contractual or otherwise) counterclaim, cross-claim, defense or any other challenge under the Bankruptcy Code or any applicable law or regulation by any person or entity. (h)

Super-Priority Administrative Expense Claim Status. In addition to the

DIP Liens granted herein, (1) effective immediately upon entry of this Interim Order, all of the DIP Obligations authorized to be incurred by the Debtors pursuant to this Interim DIP Order and (2) effective immediately upon entry of the Final Order, all of the DIP Obligations shall

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 27 of 211

constitute allowed super-priority administrative expense claims pursuant to section 364(c)(1) of the Bankruptcy Code, which shall have priority, subject only to the payment of the Carve-Out, over all administrative expense claims, adequate protection and other diminution claims (including the Adequate Protection Super-Priority Claims), unsecured claims and all other claims against the applicable Debtors, now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, administrative expenses or other claims of the kinds specified in, or ordered pursuant to, sections 105, 326, 328, 330, 331, 503, 506, 507, 546, 726, 1113 and 1114 or any other provision of the Bankruptcy Code, whether or not such expenses or claims may become secured by a judgment Lien or other non-consensual Lien, levy or attachment (the â&#x20AC;&#x153;DIP Super-Priority Claimsâ&#x20AC;?).

The DIP Super-Priority Claims shall for

purposes of section 1129(a)(9)(A) of the Bankruptcy Code be considered administrative expenses allowed under section 503(b) of the Bankruptcy Code, shall be against each Debtor on a joint and several basis, and shall be payable from and have recourse to all prepetition and postpetition property of the Debtors and all proceeds thereof, including, without limitation, all Avoidance Actions (subject to the entry of the Final Order) and the proceeds thereof. Other than the Carve-Out, and, prior to the entry of a Final Order, any valid claim or administrative expense under section 506(c) of the Bankruptcy Code, no costs or expenses of administration, including, without limitation, professional fees allowed and payable under sections 328, 330, 331 and 363 of the Bankruptcy Code, or otherwise, that have been or may be incurred in these proceedings, or in any Successor Cases, and no priority claims are, or will be, senior to, prior to or on a parity with the DIP Liens, the DIP Super-Priority Claims, the DIP Obligations or with any other claims of the DIP Secured Parties arising hereunder.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 28 of 211

Authorization to Use Proceeds of DIP Facility, Including Cash Collateral.

Subject to the terms and conditions of this Interim Order and the DIP Loan Documents, including without limitation, the Budget Covenant, (a) each applicable Debtor is authorized to use proceeds of DIP Loans and to request issuance of New Letters of Credit from and after the Effective Date, and (b) each applicable Debtor is authorized to use all Cash Collateral, and each Debtor shall be enjoined and prohibited from, at any time, using proceeds of DIP Loans or Cash Collateral except in accordance with the terms and conditions of this Interim Order and the DIP Loan Documents. The applicable Debtors’ right to use proceeds of DIP Loans, DIP Collateral and Prepetition Collateral (including Cash Collateral) shall terminate (i) automatically upon the occurrence of the Maturity Date or (ii) immediately upon notice to such effect by the DIP Agent to the Debtors after the occurrence and during the continuance of an Event of Default (each a “DIP Event of Default”) (the applicable termination date specified in the foregoing clauses (i) or (ii), the “DIP Termination Date”). 4.

Adequate Protection for Prepetition Secured Parties. Without in any way

limiting the Prepetition Secured Parties’ respective rights under the Bankruptcy Code, including, without limitation, section 552 of the Bankruptcy Code, the Prepetition Secured Parties are entitled, pursuant to sections 361, 363(e) and 364(d)(1) of the Bankruptcy Code, to adequate protection of their interest in their respective Prepetition Collateral (including Cash Collateral) for, and in an aggregate amount equal to, the diminution in value (collectively, “Diminution in Value”) of such interests from and after the Petition Date for, among other things, the Debtors’ sale, lease or use of the Prepetition Collateral (including Cash Collateral), the priming of the Prepetition Liens as set forth herein and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code. The Prepetition Secured Parties shall receive and retain all rights

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 29 of 211

and entitlements that a secured creditor that did not consent to the use of its cash collateral or other property or sought relief from the automatic stay and had such request been overruled would otherwise receive and/or retain. In addition, the Prepetition Secured Parties are hereby granted the following forms of adequate protection, which, collectively, under the circumstances, the Bankruptcy Court finds are reasonable and sufficient to protect the interests of the Prepetition Secured Parties (the Adequate Protection Liens, the Adequate Protection Super-Priority Claims and Adequate Protection Payments (each as defined below), collectively, the “Forms of Adequate Protection”): (a)

First Lien Adequate Protection Liens.

Solely to the extent of any

aggregate post-petition Diminution in Value of the prepetition interests of the Prepetition First Lien Secured Parties in the Prepetition Collateral, the Prepetition First Lien Secured Parties are hereby granted, subject to the terms and conditions of this Interim Order, valid, binding, enforceable, perfected and unavoidable senior Liens (including replacement Liens) upon all of the DIP Collateral (the “First Lien Adequate Protection Liens”), which First Lien Adequate Protection Liens on such DIP Collateral shall be subject and subordinate only to the DIP Liens, the Prepetition Senior Liens and the payment of the Carve-Out. (b)

Second Lien Adequate Protection Liens. Solely to the extent of any

aggregate post-petition Diminution in Value of the prepetition interests of the Prepetition Second Lien Secured Parties in the Prepetition Collateral, the Prepetition Second Lien Secured Parties are hereby granted, subject to the terms and conditions of this Interim Order, valid, binding, enforceable, perfected and unavoidable senior Liens (including replacement Liens) upon all of the DIP Collateral (the “Second Lien Adequate Protection Liens” and, together with the First Lien Adequate Protection Liens, the “Adequate Protection Liens”), which Second Lien

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 30 of 211

Adequate Protection Liens on such DIP Collateral shall be subject and subordinate only to the DIP Liens, the Prepetition Senior Liens, the Prepetition First Liens, the First Lien Adequate Protection Liens and the payment of the Carve-Out. (c)

First Lien Adequate Protection Super-Priority Claims. Solely to the extent

of any aggregate post-petition Diminution in Value of the prepetition interests of the Prepetition First Lien Secured Parties in the Prepetition Collateral, the Prepetition First Lien Secured Parties are hereby granted, subject to the payment of the Carve-Out and the DIP Super-Priority Claims, allowed super-priority administrative expense claims (the “First Lien Adequate Protection Super-Priority Claims”) as provided for in section 507(b) of the Bankruptcy Code, immediately junior to the DIP Super-Priority Claims and payable from and having recourse to all prepetition and post-petition property of the Debtors and all proceeds thereof, including (subject to the entry of the Final Order) Avoidance Actions; provided, however, that the Prepetition First Lien Secured Parties shall not receive or retain any payments, property or other amounts in respect of their First Lien Adequate Protection Super-Priority Claims unless and until (x) all DIP Obligations have indefeasibly been paid in full in cash (or otherwise treated in accordance with Section 2.01(c) of the DIP Credit Agreement) or, in the case of New Letters of Credit which survive termination, cash collateralized at 105% of face amount, (y) all Commitments under the DIP Loan Documents have been irrevocably terminated, the obligation of the Additional L/C Issuer to issue New Letters of Credit has terminated and (z) any Existing Letters of Credit have been returned to the applicable Existing L/C Issuers, cash collateralized in accordance with the DIP Credit Agreement or continued as letters of credit under the Debtors’ exit financing arrangements, in each case upon the agreement of the Debtors and the applicable Existing L/C

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 31 of 211

Issuers (the conditions described in clauses (x), (y) and (z), collectively, “Paid in Full” or “Payment in Full”). (d)

Second Lien Adequate Protection Super-Priority Claims. Solely to the

extent of any aggregate post-petition Diminution in Value of the prepetition interests of the Prepetition Second Lien Secured Parties in the Prepetition Collateral, the Prepetition Second Lien Secured Parties are hereby granted, subject to the payment of the Carve-Out, the DIP Super-Priority Claims, and the First Lien Adequate Protection Super-Priority Claims, to the extent provided herein and in the DIP Loan Documents, allowed super-priority administrative expense claims (the “Second Lien Adequate Protection Super-Priority Claims” and, together with the First Lien Adequate Protection Super-Priority Claims, the “Adequate Protection SuperPriority Claims”) as provided for in section 507(b) of the Bankruptcy Code, immediately junior to the DIP Super-Priority Claims and First Lien Adequate Protection Super-Priority Claims and payable from and having recourse to all prepetition and post-petition property of the Debtors and all proceeds thereof, including (subject to the entry of the Final Order) Avoidance Actions; provided, however, that the Prepetition Second Lien Secured Parties shall not receive or retain any payments, property or other amounts in respect of their Second Lien Adequate Protection Super-Priority Claims unless and until all DIP Obligations and the First Lien Adequate Protection Super-Priority Claims, if any, have been Paid in Full. (e)

Subject to the relative priorities set forth above, the Adequate Protection

Super-Priority Claims against each Debtor shall be against each Debtor on a joint and several basis; provided that the Prepetition Second Lien Secured Parties shall not receive or retain any payments, property or other amounts in respect of the Second Lien Adequate Protection Super-

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 32 of 211

Priority Claims unless and until all DIP Obligations and First Lien Adequate Protection SuperPriority Claims shall have been Paid in Full. (f)

First Lien Adequate Protection Payments.

The Prepetition First Lien

Secured Parties shall also receive from the Debtors additional adequate protection in the form of, subject to the provisions and procedures contained in Paragraph 18(a) hereof, (i) non-refundable cash payment for all reimbursable fees, costs and expenses (including the fees and expenses of (x) one primary counsel and one local counsel for the Prepetition First Lien Agent and (y) one primary counsel, one local counsel and one financial advisor for the Ad Hoc First Lien Group) regardless of whether such fees and expenses were incurred before or after the commencement of the Chapter 11 Cases, and without the need to file (or for the applicable professionals to file) any applications for payment of same, and (ii) non-refundable cash payment of all accrued but unpaid interest under the First Lien Credit Agreement, the first of which interest payment is due on May 8, 2017 (in accordance with the First Lien Credit Agreement) and, thereafter, monthly or, in the event the Plan Effective Date occurs before the next scheduled monthly interest payment date, the Plan Effective Date (only with respect to interest accrued through such date) (all payments referenced in this sentence, collectively, the â&#x20AC;&#x153;First Lien Adequate Protection Paymentsâ&#x20AC;?). (g)

Second Lien Adequate Protection Payments. The Prepetition Second Lien

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 33 of 211

Second Lien Group) regardless of whether such fees and expenses were incurred before or after the commencement of the Chapter 11 Cases, and without the need to file (or for the applicable professionals to file) any applications for payment of same (all payments referenced in this sentence, collectively, the “Second Lien Adequate Protection Payments” and, together with the First Lien Adequate Protection Payments, the “Adequate Protection Payments”). (h)

Right to Seek Additional Adequate Protection. Any Prepetition Secured

Party may request further or different adequate protection, and the Debtors or any other party in interest may contest any such request (notwithstanding their agreement to otherwise consent to the terms of this Interim Order); provided that any such further or different adequate protection shall at all times be subordinate and junior to the Claims and Liens of the DIP Secured Parties granted under this Interim Order, and the DIP Loan Documents. (i)

Consent to Priming and Adequate Protection. Each of (y) the Prepetition

First Lien Agent and the requisite Prepetition First Lien Lenders, on behalf of all Prepetition First Lien Secured Parties, which consent shall be deemed to be the requisite consent under the Prepetition Intercreditor Agreement, and (z) the Prepetition Second Lien Agent and the requisite Prepetition Second Lien Lenders, on behalf of all Prepetition Second Lien Secured Parties, consents to the adequate protection and the priming provided for herein; provided, however, that the respective consents of the Prepetition Secured Parties to the priming of their respective Prepetition Liens, the use of the Prepetition Collateral (including Cash Collateral) and the sufficiency of the respective adequate protection provided for herein is expressly conditioned upon the entry of this Interim Order, and such consents shall not be deemed to extend to any other replacement financing or debtor in possession financing other than the DIP Facility provided under the DIP Loan Documents; provided, further, that such consents shall be of no

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 34 of 211

force and effect in the event this Interim Order is not entered (or is entered and subsequently vacated) and the DIP Loan Documents as set forth herein are not approved; provided, further, however, that in the event of the occurrence of the Maturity Date, nothing herein shall alter the burden of proof set forth in the applicable provisions of the Bankruptcy Code at any hearing concerning the Debtorsâ&#x20AC;&#x2122; continued use of Prepetition Collateral (including Cash Collateral). (j)

Certain Reporting Obligations.

The Debtors shall deliver copies of the

financial statements, certificates, Budgets, Variance Reports and other information described in Sections 6.01 and 6.02 of the DIP Credit Agreement to the advisors to each of the Ad Hoc First Lien Group and the Ad Hoc Second Lien Group in accordance with the provisions set forth therein regarding the timing for the delivery of such financial statements, certificates and other information to the DIP Secured Parties. 5.

Automatic Post-Petition Lien Perfection. This Interim Order shall be sufficient

and conclusive evidence of the validity, enforceability, perfection and priority of the DIP Liens and the Adequate Protection Liens without the necessity of (a) filing or recording any financing statement, deed of trust, mortgage or other instrument or document which may otherwise be required under the law of any jurisdiction, (b) obtaining consents from any landlord, licensor or other party in interest, (c) complying with any requirement, under the Uniform Commercial Code or otherwise, to specifically identify any commercial tort claim, or (d) taking any other action to validate or perfect the DIP Liens and the Adequate Protection Liens or to entitle the DIP Liens and the Adequate Protection Liens to the priorities granted herein. Notwithstanding the foregoing, each of the DIP Agent, Prepetition First Lien Agent and Prepetition Second Lien Agent may, each in its sole discretion, file financing statements, mortgages, security agreements, notices of Liens and other similar documents, and is hereby granted relief from the automatic

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 35 of 211

stay of section 362 of the Bankruptcy Code in order to do so, and all such financing statements, mortgages, security agreements, notices and other agreements or documents shall be deemed to have been filed or recorded at the time of and on the Petition Date. Unless otherwise ordered by the Court, the applicable Debtors shall execute and deliver to the DIP Agent and/or the Prepetition First Lien Agent and/or the Prepetition Second Lien Agent, as applicable, all such financing statements, mortgages, notices and other documents as such parties may reasonably request to evidence, confirm, validate or perfect, or to insure the contemplated priority of, the DIP Liens and the Adequate Protection Liens, as applicable, granted pursuant hereto. Without limiting the foregoing, each of the DIP Agent, Prepetition First Lien Agent and the Prepetition Second Lien Agent, may, in its discretion, file a photocopy of this Interim Order as a financing statement with any recording officer designated to file financing statements or with any registry of deeds or similar office in any jurisdiction in which any Debtor has real or personal property, and in such event, the subject filing or recording officer shall be authorized to file or record such copy of this Interim Order.

Any provision of any lease, loan document, easement, use

agreement, proffer, covenant, license, contract, organizational document or other instrument or agreement that requires the payment of any fees or obligations to any governmental entity or non-governmental entity in order for the Debtors to pledge, grant, mortgage, sell, assign or otherwise transfer any fee or leasehold interest or the proceeds thereof or other DIP Collateral is and shall be deemed to be inconsistent with the provisions of the Bankruptcy Code, and shall have no force or effect with respect to the Liens on such leasehold interests or other applicable DIP Collateral or the proceeds of any assignment and/or sale thereof by any Debtor, in favor of the DIP Secured Parties in accordance with the terms of the DIP Loan Documents and this Interim Order. To the extent that the Prepetition First Lien Agent or the Prepetition Second Lien

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 36 of 211

Agent is listed as loss payee under any of the Debtors’ insurance policies or is the secured party under any Prepetition Loan Document, the DIP Agent shall also be deemed to be the loss payee under the Debtors’ insurance policies and the secured party under each such Prepetition Loan Document, as applicable, shall have all rights and powers attendant to that position (including, without limitation, rights of enforcement) and shall act in that capacity and distribute any proceeds recovered or received first, for the benefit of the DIP Secured Parties in accordance with the DIP Loan Documents and this Interim Order, and second, subsequent to the indefeasible Payment in Full of all DIP Obligations, for the benefit of the Prepetition First Lien Secured Parties, and third, subsequent to indefeasible payment of all obligations to the Prepetition First Lien Secured Parties arising under the Prepetition First Lien Loan Documents, hereunder or otherwise, to the Prepetition First Lien Secured Parties, for the benefit of the Prepetition Second Lien Secured Parties. The Prepetition First Lien Agent shall serve as agent for the DIP Agent for purposes of perfecting its Liens on all DIP Collateral that is of a type such that perfection of a Lien therein may be accomplished only by possession or control by a secured party. 6.

Reservation of Certain Third Party Rights and Bar of Challenges and

Claims. The Debtors’ Stipulations shall be binding upon the Debtors and any successor thereto (including, subject to the below, any chapter 7 or chapter 11 trustee appointed or elected for any of the Debtors) in all circumstances. The Debtors’ Stipulations shall be binding upon each other party in interest, including any Creditors’ Committee, unless, and solely to the extent that, such party in interest including the Creditors’ Committee, obtains the requisite standing to commence, and commences, by the earlier of (a) 60 days after the date of entry of the Final Order and (b) confirmation of a plan of reorganization or liquidation in any of the Chapter 11 Cases (the “Challenge Period,” and the date that is the next calendar day after the termination of the

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 37 of 211

Challenge Period, in the event that no objection or challenge is raised during the Challenge Period, shall be referred to as the “Challenge Period Termination Date”), (i) a contested matter or adversary proceeding challenging or otherwise objecting to the admissions, stipulations, findings or releases included in the Debtors’ Stipulations, or (ii) a contested matter or adversary proceeding against any or all of the Prepetition Secured Parties in connection with or related to the Prepetition Secured Indebtedness, or the actions or inactions of any of the Prepetition Secured Parties arising out of or related to the Prepetition Secured Indebtedness or otherwise, including, without limitation, any claim against any of the Prepetition Secured Parties in the nature of “lender liability” or other causes of action, setoff, counterclaim or defense to any of the Prepetition Secured Indebtedness whether arising at law or at equity, including, without limitation, any recharacterization, subordination (whether equitable or otherwise), avoidance or other claims arising under or pursuant to sections 105, 510, 541 or 542 through 553, inclusive, of the Bankruptcy Code or under applicable state law or otherwise or by way of suit against any of the Prepetition Secured Parties (the objections, challenges, actions and claims referenced in clauses (a)(i) and (ii), collectively, the “Claims and Defenses”); provided that as to the Debtors, for themselves and not their estates, all such Claims and Defenses are irrevocably waived and relinquished as of the Petition Date. If no Claims and Defenses have been timely asserted in any such adversary proceeding or contested matter, then, upon the Challenge Period Termination Date, and for all purposes in these Chapter 11 Cases and any Successor Case, (i) all payments made to any of the Prepetition Secured Parties or their advisors pursuant to this Interim Order or otherwise shall not be subject to counterclaim, set-off, subordination, recharacterization, defense or avoidance, (ii) any and all such Claims and Defenses by any party in interest shall be deemed to be forever released, waived and barred, (iii) the Prepetition Secured Indebtedness shall be

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 38 of 211

deemed to be an allowed secured claim within the meaning of section 506 of the Bankruptcy Code, and (iv) the Debtors’ Stipulations, including the release provisions therein, shall be binding on all parties in interest, including any Creditors’ Committee. Notwithstanding the foregoing, to the extent any Claims and Defenses are timely asserted in any such adversary proceeding or contested matter, the Debtors’ Stipulations and the other provisions in clauses (i) through (iv) in the immediately preceding sentence shall nonetheless remain binding and preclusive on any Creditors’ Committee and on any other party in interest from and after the Challenge Period Termination Date, except to the extent that such Debtors’ Stipulations or the other provisions in clauses (i) through (iv) of the immediately preceding sentence were expressly challenged in such adversary proceeding or contested matter. The Challenge Period in respect of (y) the Prepetition First Lien Credit Facility may be extended by written agreement of the Prepetition First Lien Agent at the direction of the Prepetition First Lien Lenders in accordance with the Prepetition First Lien Credit Agreement at their sole discretion or (z) the Prepetition Second Lien Credit Facility may be extended by written agreement of the Prepetition Second Lien Agent at the direction of the Prepetition Second Lien Lenders in accordance with the Prepetition Second Lien Credit Agreement at their sole discretion. Nothing in this Interim Order vests or confers on any person or entity, including any Creditors’ Committee, standing or authority to pursue any cause of action belonging to any or all of the Debtors or their estates, including, without limitation, any Claim and Defense or other claim against any Prepetition First Lien Secured Parties, Prepetition Second Lien Secured Parties or the DIP Secured Parties. Up to $50,000 (such amount, the “Investigation Budget Cap”) in the aggregate of the Carve-Out, any DIP Collateral, any Prepetition Collateral (including Cash Collateral) or proceeds of the DIP Facility may be used by any Creditors’ Committee to investigate the Prepetition Liens and

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 39 of 211

Prepetition Secured Indebtedness. 7.

Carve-Out. Subject to the terms and conditions contained in this Paragraph 7,

each of the DIP Liens, DIP Super-Priority Claims, Prepetition Liens, Adequate Protection Liens, Adequate Protection Super-Priority Claims and Adequate Protection Payments shall be subject and subordinate to payment of the Carve-Out (as defined below) solely in the event of the delivery of a Carve-Out Trigger Notice (as defined below) after the occurrence and during the continuance of a DIP Event of Default: For purposes of this Interim Order, “Carve-Out” means the sum of (i) all fees required to be paid to the clerk of the Bankruptcy Court and to the Office of the United States Trustee under 28 U.S.C. §1930(a) plus interest at the statutory rate; (ii) all reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code; (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees (including success, completion, or transaction fees) and expenses (the “Professional Fees”) accrued or incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any Creditors’ Committee pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professionals”) at any time before or on the first business day following delivery by the DIP Agent of a Carve-Out Trigger Notice (as defined below), whether allowed by the Bankruptcy Court prior to or after delivery of a Carve-Out Trigger Notice, subject to the Investigation Budget Cap; (iv) the Professional Fees in an aggregate amount not to exceed $2,000,000.00 incurred after the first business day following delivery by the DIP Agent of the Carve-Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order or otherwise (the amounts set forth in this clause

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 40 of 211

(iv) being the “Post Carve-Out Trigger Notice Cap”); provided that nothing herein shall be construed to impair the ability of any party to object to the fees, expenses, reimbursement, or compensation described in clauses (i), (ii), (iii), or (iv) above, on any grounds. For purposes of the foregoing, “Carve-Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the DIP Agent to the DIP Lenders, the Debtors, their lead restructuring counsel, counsel to the Ad Hoc First Lien Group, counsel to the Ad Hoc Second Lien Group, the U.S. Trustee and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default and acceleration of the DIP Facility, stating that the Post-Carve-Out Trigger Notice Cap has been invoked. (a)

On the day on which a Carve-Out Trigger Notice is given by the DIP

Agent as set forth herein (the “Termination Declaration Date”), the Carve-Out Trigger Notice shall (i) be deemed a draw request and notice of borrowing by the Debtors for DIP Loans (on a pro rata basis based on the then outstanding DIP Loans), in an amount equal to the then unpaid amounts of the Professional Fees (any such amounts actually advanced shall constitute DIP Loans) and (ii) also constitute a demand to the Debtors to utilize all cash on hand (including cash collateral) as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the Professional Fees. The Debtors shall deposit and hold such amounts in a segregated account at the DIP Agent in trust to pay such then unpaid Professional Fees (the “Pre-Carve-Out Trigger Notice Reserve”) prior to any and all other claims (including the DIP Superpriority Claims). On the Termination Declaration Date, the Carve-Out Trigger Notice shall also be deemed a request by the Debtors for DIP Loans under the DIP Facility (on a pro rata basis based on the then outstanding DIP Loan Commitments), in

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 41 of 211

an amount equal to the Post-Carve-Out Trigger Notice Cap (any such amounts actually advanced shall constitute DIP Loans). The Debtors shall deposit and hold such amounts in a segregated account at the DIP Agent in trust to pay such Professional Fees benefiting from the Post-CarveOut Trigger Notice Cap (the “Post Carve-Out Trigger Notice Reserve” and, together with the Pre-Carve-Out Trigger Notice Reserve, the “Carve-Out Reserves”) prior to any and all other claims. Notwithstanding anything in the DIP Credit Agreement to the contrary, including with respect to the existence of a Default or DIP Event of Default, the failure of the Debtors to satisfy any or all of the conditions precedent for DIP Loans under the DIP Credit Agreement, any termination of the Commitments following a DIP Event of Default, or the occurrence of the Maturity Date, each Lender with an outstanding Commitment (on a pro rata basis based on the then outstanding Commitments) shall make available to the DIP Agent such Lender’s pro rata share with respect to such borrowing in accordance with the DIP Credit Agreement. (b)

All funds in the Pre-Carve-Out Trigger Notice Reserve shall be used first

to pay the obligations set forth in clauses (i) through (iii) of the definition of Carve-Out set forth above (the “Pre-Carve-Out Amounts”), but not, for the avoidance of doubt, the Post-Carve-Out Trigger Notice Cap, until paid in full, and then, to the extent the Pre Carve-Out Trigger Notice Reserve has not been reduced to zero, to pay the DIP Agent for the benefit of the DIP Lenders, unless the DIP Facility has been indefeasibly paid in full, in cash, and all DIP Obligations have been terminated, in which case any such excess shall be paid to the Prepetition Secured Parties in accordance with their rights and priorities as of the Petition Date. (c)

All funds in the Post-Carve-Out Trigger Notice Reserve shall be used first

to pay the obligations set forth in clause (iv) of the definition of Carve-Out set forth above (the “Post-Carve-Out Amounts”), and then, to the extent the Post Carve-Out Trigger Notice Reserve

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 42 of 211

has not been reduced to zero, to pay the DIP Agent for the benefit of the DIP Lenders, unless the DIP Facility has been indefeasibly paid in full, in cash, and all DIP Obligations have been terminated, in which case any such excess shall be paid to the Prepetition Secured Parties in accordance with their rights and priorities as of the Petition Date. (d)

Notwithstanding anything in the DIP Loan Documents or the DIP Orders

to the contrary: (i) if either of the Carve-Out Reserves is not funded in full in the amounts set forth herein, then any excess funds in one of the Carve-Out Reserves following the payment of the Pre-Carve-Out Amounts and Post-Carve-Out Amounts, respectively, shall be used to fund the other Carve-Out Reserve, up to the applicable amount set forth herein, prior to making any payments to the DIP Secured Parties or the Prepetition Secured Parties, as applicable; (ii) following delivery of a Carve-Out Trigger Notice, the DIP Agent and the Prepetition First Lien Agent shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve-Out Reserves have been fully funded, but shall have a security interest in any residual interest in the Carve-Out Reserves, with any excess paid to the DIP Agent for application in accordance with this Interim Order; (iii) disbursements by the Debtors from the Carve-Out Reserves shall not constitute DIP Loans or increase or reduce the balance of the DIP Superpriority Claims outstanding; (iv) the failure of the Carve-Out Reserves to satisfy in full the Professional Fees shall not affect or impair the priority of the Carve-Out; (v) in no way shall any of the Carve-Out, Post-Carve-Out Trigger Notice Cap, Carve-Out Reserves or any budget or financial projection delivered in connection with the DIP Facility be construed as a cap or limitation on the amount of the Professional Fees due and payable by the Debtors or their estates.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 43 of 211

(e)

For the avoidance of doubt and notwithstanding anything to the contrary

herein or in any intercreditor agreement, the DIP Loan Documents or in any of the Prepetition Loan Documents, the Carve-Out shall be senior to all liens and claims securing the DIP Facility (including the DIP Superpriority Claims), and any and all other forms of adequate protection, liens or claims securing the DIP Facility or the obligations under the Prepetition Secured Indebtedness. (f)

Any payment or reimbursement made prior to the occurrence of the

Termination Declaration Date in respect of any Professional Fees shall not reduce the Carve-Out. (g)

Any payment or reimbursement made on a final basis or after the

occurrence of the Termination Declaration Date in respect of any Professional Fees shall permanently reduce the Carve-Out on a dollar-for-dollar basis. Any funding of the Carve-Out shall be added to, and made a part of, the DIP Facility secured by the DIP Collateral and shall be otherwise entitled to the protections granted under the order approving the DIP Facility, the Bankruptcy Code and applicable law. (h)

For the avoidance of doubt and notwithstanding anything to the contrary

herein or in any intercreditor agreement, the DIP Loan Documents or in any of the documents evidencing the Prepetition Secured Indebtedness, the Carve-Out shall not include, apply to, or be available for any fees or expenses incurred by any party in connection with (a) the investigation, initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation, other than the investigation of such claims by the Creditorsâ&#x20AC;&#x2122; Committee (if any) prior to the delivery of a Carve-Out Trigger Notice and subject to the Investigation Budget Cap, (1) against any of the DIP Lenders, the DIP Agent or the Prepetition Secured Parties, or (2) challenging the amount, validity, perfection, priority or enforceability of or asserting any

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 44 of 211

defense, counterclaim or offset to, the obligations and the liens and security interests granted under the DIP Loan Documents or the Prepetition Loan Documents, including, in each case without limitation, for lender liability or pursuant to section 105, 510, 544, 547, 548, 549, 550, or 552 of the Bankruptcy Code, applicable non-bankruptcy law or otherwise; (b) attempts to modify any of the rights granted to the DIP Lenders or the DIP Agent with respect to the DIP Facility; (c) attempts to prevent, hinder or otherwise delay any of the DIP Lenders’ or the DIP Agent’s assertion, enforcement or realization upon any DIP Collateral in accordance with the DIP Loan Documents and the DIP Orders once a DIP Event of Default has occurred, an Enforcement Notice has been issued, and the automatic stay has been terminated as contemplated by Paragraph 14(a) hereof; or (d) paying any amount on account of any claims arising before the commencement of the Chapter 11 Cases unless such payments are approved by an order of the Bankruptcy Court; provided that for the avoidance of doubt, this paragraph (including, for the avoidance of doubt, the Investigation Budget Cap) shall not limit (or be deemed to limit) the Debtors’ rights to seek recharacterization of adequate protection as being applied to principal. None of the DIP Agent, DIP Lenders or the Prepetition Secured Parties shall be responsible for the direct payment or reimbursement of any fees or disbursements of any retained professionals, the Creditors’ Committee (if any), the U.S. Trustee or Clerk of the Bankruptcy Court (or of any other entity) incurred in connection with the Chapter 11 Cases or any Successor Case, and nothing in this Interim Order or otherwise shall be construed to obligate such parties in any way to (i) pay such compensation to or to reimburse such expenses or, except as explicitly provided in this paragraph, or (ii) assure that the Debtors have sufficient funds on hand to pay any of the foregoing.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 45 of 211

Waiver of Section 506(c) Claims. Subject to entry of the Final Order, as a

further condition of the DIP Facility and any obligation of the DIP Secured Parties to make credit extensions pursuant to the DIP Loan Documents, and as a further condition to the consents and approvals of the Prepetition Secured Parties in this Interim Order, respectively, (and their respective consent to the payment of the Carve-Out to the extent provided herein), no costs or expenses of administration of the Chapter 11 Cases or any Successor Case shall be charged against or recovered from or against any or all of the DIP Secured Parties, the Prepetition Secured Parties, the DIP Collateral and the Prepetition Collateral (including Cash Collateral) pursuant to section 506(c) of the Bankruptcy Code or otherwise, without the prior written consent of the DIP Agent, the L/C Issuers (in each case as required by the DIP Credit Agreement), the Prepetition First Lien Agent and the Prepetition Second Lien Agent, as applicable, and no such consent shall be implied from any other action, inaction or acquiescence of any or all of the DIP Secured Parties or the Prepetition Secured Parties 9.

After-Acquired Property. Except as otherwise provided in this Interim Order,

pursuant to section 552(a) of the Bankruptcy Code, all property acquired by the Debtors on or after the Petition Date is not, and shall not be, subject to any Lien of any person or entity resulting from any security agreement entered into by the Debtors prior to the Petition Date including, without limitation, in respect of the Prepetition First Lien Credit Facility or the Prepetition Second Lien Credit Facility (other than with respect to the replacement Liens that form a portion of the Adequate Protection Liens), except to the extent that such property constitutes proceeds of property of the Debtors that is subject to a valid, binding, enforceable, perfected and unavoidable Lien as of the Petition Date which is not subject to subordination under the Bankruptcy Code or other provisions or principles of applicable law, and, subject to

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 46 of 211

entry of the Final Order, the “equities of the case” exception under section 552(b) shall not apply to the Prepetition Secured Parties with respect to the proceeds, products, offspring or profits of any of the Prepetition Collateral. 10.

Protection of DIP Secured Parties’ Rights. (a)

Until such time that all DIP Obligations have been Paid in Full, each

Prepetition Secured Party shall (i) not exercise any right or remedy relating to the DIP Collateral, including without limitation, seeking relief from the automatic stay, seeking any sale, realization upon repossession or liquidation of any property or taking any action to foreclose upon or recover in connection with the Liens granted in respect of the Prepetition First Lien Credit Facility (including, without limitation, the Prepetition First Liens and the First Lien Adequate Protection Liens) and the Prepetition Second Lien Credit Facility (including, without limitation, the Prepetition Second Liens and the Second Lien Adequate Protection Liens), or otherwise exercise remedies against any DIP Collateral (in each case, other than in its capacity as a DIP Secured Party), (ii) be deemed to have consented to any and all releases of DIP Collateral authorized under the DIP Loan Documents or otherwise consented to by the requisite DIP Secured Parties (provided that the Liens of the Prepetition Secured Parties attach to the proceeds of any disposition of such released DIP Collateral with the same priorities as provided herein), and (iii) not file any further financing statements, trademark filings, copyright filings, mortgages, notices of Lien or similar instruments, or otherwise take any action to perfect their Liens, in their respective capacities as Prepetition Secured Parties, on the DIP Collateral unless, solely as to this clause (iii) the Prepetition First Lien Agent and/or Prepetition Second Lien Agent files financing statements or other documents to perfect the Adequate Protection Liens granted pursuant to this

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 47 of 211

Interim Order, or as may be required by applicable state law to continue the perfection of valid and unavoidable Liens as of the Petition Date. (b)

Unless the requisite DIP Secured Parties and the Additional L/C Issuer

under the DIP Loan Documents shall have provided their prior written consent, as applicable under the DIP Loan Documents, or all DIP Obligations have been indefeasibly Paid in Full (or will be indefeasibly Paid in Full upon entry of a final, non-appealable order approving indebtedness described in clause (i) of this subsection (b)), there shall not be entered in these proceedings, or in any Successor Case, any order which authorizes any of the following: (i) the obtaining of credit or the incurring of indebtedness that is secured by a security, mortgage or collateral interest or other Lien on all or any portion of the DIP Collateral and/or that is entitled to administrative priority status, in each case which is superior to or pari passu with (x) the DIP Liens, DIP Super-Priority Claims and other DIP Protections granted pursuant to this Interim Order to the DIP Secured Parties or (y) the Prepetition Liens, the Adequate Protection Liens, the Adequate Protection Super-Priority Claims and the Forms of Adequate Protection granted to the Prepetition Secured Parties; or (ii) the use of Cash Collateral for any purpose other than to indefeasibly Pay in Full the DIP Obligations or as otherwise permitted in the DIP Loan Documents and this Interim Order. (c)

The Debtors (and/or their legal and financial advisors in the case of

clauses (ii) through (iv) below) in accordance with the terms of the DIP Loan Documents will (i) maintain books, records and accounts to the extent and as required by the DIP Loan Documents, (ii) cooperate, consult with, and provide to the DIP Agent and the DIP Lenders all such information as required or allowed under the DIP Loan Documents or the provisions of this Interim Order, (iii) permit representatives and independent contractors of the DIP Agent such

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 48 of 211

rights to visit and inspect any of the Debtors’ respective properties, to examine any of their respective corporate, financial and operating records, and make abstracts or copies thereof, and to discuss their respective affairs, finances and accounts with their respective directors, officers and independent public accountants as and to the extent required by the DIP Loan Documents, and (iv) permit representatives of the DIP Agent to consult with the Debtors’ management and advisors on matters concerning the general status of the Debtors’ businesses, financial condition and operations. 11.

Proceeds of Subsequent Financing.

Without limiting the provisions and

protections of Paragraph 10 above, if at any time prior to the indefeasible Payment in Full of all DIP Obligations (including subsequent to the confirmation of a chapter 11 plan or plans with respect to any of the Debtors), the Debtors’ estates, any trustee, any examiner with enlarged powers or any responsible officer subsequently appointed, shall obtain credit or incur debt pursuant to sections 364(b), 364(c), 364(d) or any other provision of the Bankruptcy Code (except section 506(c) of the Bankruptcy Code, until entry of a Final Order) in violation of the DIP Loan Documents or this Interim Order, then all of the cash proceeds derived from such credit or debt and all Cash Collateral shall immediately be turned over to the DIP Agent until indefeasible Payment in Full of the DIP Obligations in accordance with the DIP Loan Documents. 12.

Cash Collection. Cash collections (including, but not limited to, payments from

customers with respect to accounts receivable) constituting proceeds of DIP Collateral shall be directed to deposit accounts (“Cash Collection Accounts”) under the control of the DIP Agent pursuant to a structure reasonably satisfactory to the DIP Agent and in compliance with the Cash Management Order (as defined below). Upon the direction of the DIP Agent at any time after

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 49 of 211

the occurrence of an Event of Default, subject to the Carve-Out, (a) all proceeds in the Cash Collection Accounts shall be remitted to the DIP Agent until Payment in Full of the DIP Obligations and the DIP Agent shall take all action that is necessary or appropriate to effectuate the foregoing and (b) the Debtors and the financial institutions where the Debtors’ cash collection accounts are maintained (including those accounts identified in any Cash Management Order) are authorized and directed to remit funds in such Cash Collection Accounts upon receipt of any direction to that effect from the DIP Agent. Unless otherwise agreed to in writing by the DIP Agent, the Debtors shall maintain no accounts and shall not open any new accounts except those identified, or allowed to be open, in any order of the Court approving the Debtors’ cash management system (the “Cash Management Order”). The Debtors are authorized to incur obligations and liabilities for treasury, depositary or cash management services, including without

limitation,

overnight

overdraft

services,

controlled

disbursement,

automated

clearinghouse transactions, return items, overdrafts and interstate depository network services provided on a post-petition basis by any financial institution at which any Cash Collection Account is maintained; provided, however, that (i) any Lien securing any such obligations shall be junior to the DIP Lien on the funds in the cash collection accounts at such financial institution, and (ii) except to the extent otherwise required by the Court, nothing herein shall require any DIP Secured Party or any Prepetition Secured Party to incur any overdrafts or provide any such services or functions to the Debtors. 13.

Disposition of DIP Collateral.

The Debtors shall not sell, transfer, lease,

encumber or otherwise dispose of any portion of the DIP Collateral without the prior written consent of the requisite DIP Secured Parties under the DIP Loan Documents (and no such consent shall be implied from any other action, inaction or acquiescence by any DIP Secured

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 50 of 211

Party or any order of this Court), except for sales of inventory in the ordinary course of business or except as otherwise permitted in the DIP Loan Documents and this Interim Order and approved by the Court to the extent required under applicable bankruptcy law. Except to the extent otherwise expressly provided in the DIP Loan Documents, all proceeds from the sale, transfer, lease, encumbrance or other disposition of any DIP Collateral shall be remitted to the DIP Agent, until Payment in Full of the DIP Obligations in accordance with the terms of the DIP Loan Documents. 14.

Events of Default. (a)

Any automatic stay otherwise applicable to the DIP Secured

Parties is hereby modified, without requiring prior notice to or authorization of this Court (except as provided in clause (ii) below), to the extent necessary to permit the DIP Secured Parties to exercise (i) immediately upon the occurrence and during the continuance of a DIP Event of Default all rights and remedies under this Interim Order and the DIP Loan Documents, other than those rights and remedies against the DIP Collateral as provided in clause (ii) below, and (ii) upon the occurrence and during the continuance of a DIP Event of Default and the obtaining of relief from the automatic stay after the giving of seven days’ prior written notice (the “Enforcement Notice”) to the Debtors (with a copy to the U.S. Trustee, the respective lead counsel to any Creditors’ Committee (if any), the L/C Issuers, the Prepetition First Lien Agent, Prepetition Second Lien Agent, Prepetition First Lien Lenders and Prepetition Second Lien Lenders), all rights and remedies against the DIP Collateral provided for in any DIP Loan Documents or applicable law (including, without limitation, the right to set off against accounts maintained by the Debtors with the DIP Agent, any other DIP Secured Party, any Prepetition Secured Party or any of their respective affiliates); provided, however, that notwithstanding

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 51 of 211

anything to the contrary in clause (ii) above, immediately following the giving of an Enforcement Notice by the DIP Agent, any obligation otherwise imposed on any or all of the DIP Agent or the other DIP Secured Parties to provide any loan or other financial accommodation to the Debtors pursuant to the DIP Facility (other than to permit the Debtors to use Cash Collateral in accordance with the Budget) shall immediately be suspended. Following the giving of an Enforcement Notice by the DIP Agent, the Debtors and any Creditors’ Committee shall be entitled to an emergency hearing before this Court. Subject to any order of the Court that is entered during such seven day period, the automatic stay, as to the DIP Secured Parties shall automatically terminate at the end of such notice period. (b)

Subject to the provisions of Paragraph 14(a), upon the occurrence of a DIP Event

of Default, the DIP Agent and the other DIP Secured Parties are authorized to exercise their rights and remedies and to proceed against any or all of the DIP Collateral under or pursuant to the DIP Loan Documents, this Interim Order and applicable law, including without limitation, exercising any of the Debtors’ rights with respect to the Debtors’ interests in the Joint Venture Entities and the Debtors’ interests in leaseholds, including without limitation, selling, leasing or otherwise transferring any of the Debtors’ interests in any Joint Venture Entity or leasehold notwithstanding any contractual provision that would otherwise prohibit, restrict, condition or delay any or all of the DIP Agent and the other DIP Secured Parties from taking any such action. All proceeds realized in connection with the exercise of the rights and remedies of the DIP Secured Parties shall be turned over to the DIP Agent until indefeasible Payment in Full of the DIP Obligations in accordance with the terms of the DIP Loan Documents; provided, that in the event of the liquidation of the Debtors’ estates after a DIP Event of Default, the unused amount of the Carve-Out shall be funded into a segregated account exclusively (i) first, from proceeds of

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 52 of 211

any unencumbered assets of the Debtors, and (ii) then from Cash Collateral received by the DIP Agent prior to the distribution of any such Cash Collateral to any other parties in interest. (c)

Subject to the limitations in this Paragraph 14, the automatic stay imposed under

Bankruptcy Code section 362(a) is hereby modified pursuant to the terms of the DIP Credit Agreement as necessary to (i) permit the Debtors to grant the Adequate Protection Liens and the DIP Liens and to incur all liabilities and obligations to the Prepetition First Lien Secured Parties, the Prepetition Second Lien Secured Parties, the DIP Secured Parties under the DIP Loan Documents, the DIP Facility and this Interim Order, (ii) authorize the DIP Secured Parties, the Prepetition First Lien Secured Parties and Prepetition Second Lien Secured Parties to retain and apply payments hereunder, and (iii) otherwise to the extent necessary to implement and effectuate the provisions of this Interim Order. 15.

Restriction on Use of Proceeds.

Notwithstanding anything herein to the

contrary, no proceeds from the DIP Facility, DIP Collateral or proceeds thereof, Prepetition Collateral (including Cash Collateral) or proceeds thereof (including any prepetition retainer funded by the Prepetition Collateral), or any portion of the Carve-Out may be used by any of the Debtors, any Creditorsâ&#x20AC;&#x2122; Committee, and any trustee or other estate representative appointed in the Chapter 11 Cases or any Successor Case, or any other person, party or entity to (or to pay any professional fees and disbursements incurred in connection therewith) (a) request authorization to obtain post-petition loans or other financial accommodations pursuant to Bankruptcy Code section 364(c) or (d), or otherwise, other than from the DIP Secured Parties; (b) investigate (except as set forth below), assert, join, commence, support or prosecute any action for any claim, counter-claim, action, proceeding, application, motion, objection, defense or other contested matter seeking any order, judgment, determination or similar relief against, or adverse

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 53 of 211

to the interests of, in any capacity, any or all of the DIP Secured Parties, the Prepetition First Lien Secured Parties, the Prepetition Second Lien Secured Parties, and their respective officers, directors, employees, agents, attorneys, affiliates, assigns or successors, with respect to any transaction, occurrence, omission, action or other matter (including formal discovery proceedings in anticipation thereof), including, without limitation, (i) any Claims and Defenses, any Avoidance Actions or other actions arising under chapter 5 or section 724(a) of the Bankruptcy Code; (ii) any so-called “lender liability” claims and causes of action; (iii) any action with respect to the validity, enforceability, priority and extent of the DIP Obligations and/or the Prepetition Secured Indebtedness, or the validity, extent, and priority of the DIP Liens, the Prepetition Liens, or the Adequate Protection Liens (or the value of any of the Prepetition Collateral (including Cash Collateral) or DIP Collateral); (iv) any action seeking to invalidate, set aside, avoid or subordinate, in whole or in part, the DIP Liens, the other DIP Protections, the Prepetition Liens or the Forms of Adequate Protection; (v) except as permitted in Paragraph 14(a), any action seeking, or having the effect of, preventing, hindering or otherwise delaying any or all of the DIP Secured Parties’ and any of the Prepetition Secured Parties’ assertion, enforcement or realization on the Prepetition Collateral (including Cash Collateral) or the DIP Collateral in accordance with the DIP Loan Documents, the Prepetition Loan Documents or this Interim Order; and/or (vi) any action seeking to modify any of the rights, remedies, priorities, privileges, protections and benefits granted to any or all of the DIP Secured Parties, and the Prepetition Secured Parties hereunder or under the DIP Loan Documents or the Prepetition Loan Documents; provided, however, that amounts up to the Investigation Budget Cap comprising any of the Carve-Out, any DIP Collateral, any Prepetition Collateral (including Cash Collateral) or

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 54 of 211

proceeds of the DIP Facility may be used by a Creditors’ Committee (if any) to investigate the Prepetition Secured Indebtedness and the Prepetition Liens (the “Committee Investigation”). 16.

Proofs of Claim. Each of the DIP Secured Parties and the Prepetition Secured

Parties shall not be required to file proofs of claim evidencing the DIP Obligations, the DIP Protections, the Prepetition Secured Indebtedness or the Forms of Adequate Protection, as applicable, in the Chapter 11 Cases or in any Successor Case. 17.

Preservation of Rights Granted under the Order. (a)

No Non-Consensual Modification or Extension of Interim Order. Unless

all DIP Obligations shall have been indefeasibly Paid in Full, the Debtors shall not seek, and it shall constitute a DIP Event of Default (resulting, among other things, in the termination of the Debtors’ right to use Cash Collateral), if there is entered (i) an order amending, supplementing, extending or otherwise modifying this Interim Order or (ii) an order converting or dismissing any of the Chapter 11 Cases, in each case, without the prior written consent of the DIP Agent, and no such consent shall be implied by any other action, inaction or acquiescence. (b)

Dismissal. If any order dismissing any of the Chapter 11 Cases (under

section 1112 of the Bankruptcy Code or otherwise) is at any time entered, such order shall have no effect on the DIP Protections and Forms of Adequate Protection, and the DIP Protections and the Forms of Adequate Protection shall continue in full force and effect and shall maintain their priorities as provided in this Interim Order until all DIP Obligations have been indefeasibly Paid in Full and all Forms of Adequate Protection have been indefeasibly paid in full in cash or otherwise satisfied in full (and that all DIP Protections and Forms of Adequate Protection shall, notwithstanding such dismissal, remain binding on all parties in interest), and (ii) this Court shall

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 55 of 211

retain jurisdiction, notwithstanding such dismissal, for the purposes of enforcing such DIP Protections and Forms of Adequate Protection. (c)

Modification of Interim Order. Based on the findings set forth in this

Interim Order and in accordance with section 364(e) of the Bankruptcy Code, which is applicable to the DIP Facility contemplated by this Interim Order, in the event any or all of the provisions of this Interim Order are hereafter reversed, modified, vacated or stayed by a subsequent order of this Court or any other court, the DIP Secured Parties shall be entitled to the protections provided in section 364(e) of the Bankruptcy Code, and no such reversal, modification, vacatur or stay shall affect (i) the validity, priority or enforceability of any DIP Protections and Forms of Adequate Protection granted or incurred prior to the actual receipt of written notice by the DIP Agent, the Prepetition First Lien Agent or the Prepetition Second Lien Agent, as the case may be, of the effective date of such reversal, modification, vacatur or stay or (ii) the validity or enforceability of any Lien or priority authorized or created hereby or pursuant to the DIP Loan Documents. Notwithstanding any such reversal, modification, vacatur or stay, any DIP Protections or Forms of Adequate Protection incurred or granted by the Debtors prior to the actual receipt of written notice by the DIP Agent, the Prepetition First Lien Agent or the Prepetition Second Lien Agent, as applicable, of the effective date of such reversal, modification, vacatur or stay shall be governed in all respects by the original provisions of this Interim Order, and the DIP Secured Parties, the Prepetition First Lien Secured Parties and the Prepetition Second Lien Secured Parties shall be entitled to all of the DIP Protections and Forms of Adequate Protection, as the case may be, and all other rights, remedies, Liens, priorities, privileges, protections and benefits granted in section 364(e) of the Bankruptcy Code, this Interim Order and pursuant to the DIP Loan Documents.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 56 of 211

(d)

Survival of Interim Order. The provisions of this Interim Order, the DIP

Loan Documents, any actions taken pursuant hereto or thereto, and all of the DIP Protections, Forms of Adequate Protection, and all other rights, remedies, Liens, priorities, privileges, protections and benefits granted to any or all of the DIP Secured Parties, the Prepetition First Lien Secured Parties and the Prepetition Second Lien Secured Parties shall survive, and shall not be modified, impaired or discharged by, the entry of any order confirming any plan of reorganization in any Case, converting any Case to a case under chapter 7, dismissing any of the Chapter 11 Cases, withdrawing of the reference of any of the Chapter 11 Cases or any Successor Case or providing for abstention from handling or retaining of jurisdiction of any of the Chapter 11 Cases in this Court, or terminating the joint administration of these Chapter 11 Cases or by any other act or omission. The terms and provisions of this Interim Order, including all of the DIP Protections, Forms of Adequate Protection and all other rights, remedies, Liens, priorities, privileges, protections and benefits granted to any or all of the DIP Secured Parties, the Prepetition First Lien Secured Parties, and the Prepetition Second Lien Secured Parties shall continue in full force and effect notwithstanding the entry of any such order, and such DIP Protections and Forms of Adequate Protection shall continue in these proceedings and in any Successor Case, and shall maintain their respective priorities as provided by this Interim Order. The DIP Obligations shall not be discharged by the entry of an order confirming any chapter 11 plan, the Debtors having waived such discharge pursuant to section 1141(d)(4) of the Bankruptcy Code. 18.

Other Rights and Obligations. (a)

Expenses.

As provided in the DIP Loan Documents, the applicable

Debtors will pay all reasonable expenses incurred by the DIP Secured Parties (including, without

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 57 of 211

limitation, the reasonable fees and disbursements of all counsel and financial advisors for the DIP Secured Parties as provided herein) in connection with the preparation, execution, delivery and administration of the DIP Loan Documents, this Interim Order, any Final Order and any other agreements, instruments, pleadings or other documents prepared or reviewed in connection with any of the foregoing, whether or not any or all of the transactions contemplated hereby or by the DIP Loan Documents are consummated. Except as set forth in this paragraph, payment of such fees shall not be subject to allowance by this Court. Professionals for the DIP Secured Parties and the Prepetition Secured Parties (collectively, the “Lender Professionals”) shall not be required to comply with the U.S. Trustee fee guidelines or submit invoices to the Court. Copies of invoices submitted to the Debtors by such Lender Professionals shall be forwarded by the Debtors to the U.S. Trustee, counsel for any Creditors’ Committee and such other parties as the Court may direct. The invoices shall be sufficiently detailed to enable a determination as to the reasonableness of such fees and expenses (without limiting the right of the various professionals to redact privileged, confidential or sensitive information). If the Debtors, U.S. Trustee or counsel for any Creditors’ Committee objects to the reasonableness of the fees and expenses of any of the Lender Professionals and cannot resolve such objection within ten (10) days of receipt of such invoices, the Debtors, U.S. Trustee or the Creditors’ Committee (if any), as the case may be, shall file and serve on such Lender Professionals an objection with the Court (the “Fee Objection”) limited to the issue of reasonableness of such fees and expenses. The Debtors shall timely pay the Lender Professionals’ invoices after the expiration of the ten (10) day notice period if no Fee Objection is received in such ten (10) day period. If a Fee Objection is timely received, the Debtors shall only be required to pay the undisputed amount of the

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 58 of 211

invoice and the Court shall have jurisdiction to determine the disputed portion of such invoice if the parties are unable to resolve the dispute. (b)

Binding Effect.

The provisions of this Interim Order, including all

findings herein, and the DIP Loan Documents shall be binding upon all parties in interest in these Chapter 11 Cases, including, without limitation, the DIP Secured Parties, the Prepetition Secured Parties, any Creditorsâ&#x20AC;&#x2122; Committee and the Debtors and their respective successors and assigns (including any chapter 7 or chapter 11 trustee hereinafter appointed or elected for the estate of any of the Debtors, an examiner appointed pursuant to section 1104 of the Bankruptcy Code or any other fiduciary or responsible person appointed as a legal representative of any of the Debtors or with respect to the property of the estate of any of the Debtors), whether in any of the Chapter 11 Cases, in any Successor Cases, or upon dismissal of any such Case or Successor Case; provided, however, that the DIP Secured Parties and the Prepetition Secured Parties shall have no obligation to permit the use of Cash Collateral or to extend any financing to any chapter 7 or chapter 11 trustee or other responsible person appointed for the estates of the Debtors in any Case or Successor Case. (c)

No Waiver. Neither the failure of the Prepetition Secured Parties to seek

relief or otherwise exercise their rights and remedies under this Interim Order, the Prepetition Loan Documents or otherwise (or any delay in seeking or exercising same), nor the failure of the DIP Secured Parties to seek relief or otherwise exercise their respective rights and remedies under this Interim Order, the DIP Loan Documents or otherwise (or any delay in seeking or exercising same), shall constitute a waiver of any of such partiesâ&#x20AC;&#x2122; rights hereunder, thereunder or otherwise.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 59 of 211

(d)

No Third Party Rights. Except as explicitly provided for herein, this

Interim Order does not create any rights for the benefit of any third party, creditor, equity holder or any direct, indirect, or incidental beneficiary. In determining to make any loan or financial accommodation (whether under the DIP Credit Agreement or otherwise) or to permit the use of Cash Collateral or in exercising any rights or remedies as and when permitted pursuant to this Interim Order, the DIP Loan Documents, the DIP Secured Parties and the Prepetition Secured Parties shall not (i) be deemed to be in control of the operations of the Debtors, or (ii) owe any fiduciary duty to the Debtors, their respective creditors, shareholders or estates. (e)

No Marshaling.

None of the DIP Secured Parties or the Prepetition

Secured Parties shall be subject to the equitable doctrine of “marshaling” or any other similar doctrine with respect to any of the DIP Collateral or the Prepetition Collateral, as applicable. (f)

Amendments.

The Debtors are authorized and empowered, without

further notice and hearing or approval of this Court, to amend, modify, supplement or waive any provision of the DIP Loan Documents in accordance with the provisions thereof and this Interim Order; provided that no amendment, modification, supplement or waiver of any terms or conditions set forth in the DIP Loan Documents relating to (i) the Existing Letters of Credit shall be effective without the prior written consent of each Existing L/C Issuer and (ii) the New Letters of Credit shall be effective without the prior written consent of the Additional L/C Issuer; and provided, further, that the Debtors shall file and seek the Court’s approval of any proposed material modification or amendment to the DIP Credit Agreement (other than those necessary to conform the DIP Credit Agreement to this Interim Order or the Final Order) that is adverse to the Debtors’ estates, the Prepetition First Lien Secured Parties, or the Prepetition Second Lien

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 60 of 211

Secured Parties (solely to the extent required by the Second Lien Lender Consent Right (as defined in the Restructuring Support Agreement)). (g)

Intercreditor Matters. Nothing in this Interim Order shall be construed to

convey to any individual DIP Secured Party or Prepetition Secured Party any consent, voting or other rights beyond those (if any) set forth in the DIP Loan Documents and the Prepetition Loan Documents, as applicable. Except as specifically provided herein, nothing in this Interim Order shall be construed to impair, modify or otherwise affect any intercreditor, subordination or similar agreement or arrangement in respect of the Prepetition Secured Indebtedness, including the Prepetition Intercreditor Agreement, which are enforceable to the fullest extent provided by section 510(a) of the Bankruptcy Code and applicable law. (h)

Inconsistency. In the event of any inconsistency between the terms and

conditions of the DIP Loan Documents and of this Interim Order, the provisions of this Interim Order shall govern and control. (i)

Enforceability. This Interim Order shall constitute findings of fact and

conclusions of law pursuant to the Bankruptcy Rule 7052 and shall take effect and be fully enforceable nunc pro tunc to the Petition Date immediately upon execution hereof. Notwithstanding Bankruptcy Rules 4001(a)(3), 6004(h), 6006(d), 7062 or 9024 or any other Bankruptcy Rule, or Rule 62(a) of the Federal Rules of Civil Procedure, this Interim Order shall be immediately effective and enforceable upon its entry, and there shall be no stay of execution or effectiveness of this Interim Order. (j)

Headings. Paragraph headings used herein are for convenience only and

are not to affect the construction of or to be taken into consideration in interpreting this Interim Order.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 61 of 211

(k)

Fronting. Deutsche Bank AG New York Branch, in its capacity as initial

lender under the DIP Credit Agreement in connection with the fronting arrangements established between it and the proposed DIP Lenders, shall be considered a DIP Lender under this Interim Order and the other DIP Loan Documents until the date that its trades with the proposed DIP Lenders settle and shall be entitled to the rights and protections of a DIP Lender during such period. 19.

Final Hearing. (a)

The Final Hearing to consider entry of the Final Order and final approval

of the DIP Facility is scheduled for May __, 2017, at ______ (prevailing Central time) at the United States Bankruptcy Court for the Southern District of Texas. If no objections to the relief sought in the Final Hearing are filed and served in accordance with this Interim Order, no Final Hearing may be held, and a separate Final Order may be presented by the Debtors and entered by this Court. (b)

Final Hearing Notice. Within three (3) business days of entry of this

Interim Order, the Debtors shall serve, by United States mail, first-class postage prepaid, (such service constituting adequate notice of the Final Hearing) (i) notice of the entry of this Interim Order and of the Final Hearing (the “Final Hearing Notice”) and (ii) a copy of this Interim Order, on the parties having been given notice of the Interim Hearing and to any other party that has filed a request for notices with this Court and to any Creditors’ Committee after the same has been appointed, or Creditors’ Committee counsel, if the same shall have been appointed. The Final Hearing Notice shall state that any party in interest objecting to the entry of the proposed Final Order shall file a written objection with the Clerk of the Bankruptcy Court no later than [_________], 2017, which objection shall be served so that it is actually received on or before

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 62 of 211

4:00 p.m. (prevailing Central time) on such date by: (a) counsel for the Debtors, Kirkland & Ellis LLP, 300 North Lasalle, Chicago, Illinois 60654; Attn: William A. Guerreri; (b) counsel for the DIP Agent, the Additional L/C Issuer and the Prepetition First Lien Agent, White & Case LLP, 1221 Avenue of the Americas, New York, NY 10020; Attn: Andrew Zatz; (c) counsel for the DIP Lenders and Ad Hoc First Lien Group, Jones Day, 250 Vesey Street, New York, NY 10281; Attn: Scott Greenberg and 717 Texas, Suite 3300, Houston, Texas, Attn: Paul M. Green; (d) counsel for the Prepetition Second Lien Agent, Bryan Cave, 1290 Avenue of the Americas, New York, New York 10104; Attn: Jeremy F. Finkelstein; (e) counsel for the Ad Hoc Second Lien Group, Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, New York, New York 100136; Attn: Philip C. Dublin and Jason P. Rubin; (f) counsel for the Creditorsâ&#x20AC;&#x2122; Committee (if any); and (g) the Office of the United States Trustee for the Southern District of Texas and shall be filed with the Clerk of the United States Bankruptcy Court for the Southern District of Texas. 20.

Retention of Jurisdiction.

The Court shall retain jurisdiction to enforce this

Interim Order according to its terms.

Dated: ____________, 2017

UNITED STATES BANKRUPTCY JUDGE

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 63 of 211

Exhibit 1 to Interim DIP Order DIP Credit Agreement

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 64 of 211

SENIOR SECURED SUPER PRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENT Dated as of [______ __], 2017 Among FR AFG HOLDINGS, INC. as Parent, AMERIFORGE GROUP INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent and L/C Issuer, THE LENDERS PARTY HERETO FROM TIME TO TIME and THE L/C PARTICIPANTS PARTY HERETO

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 65 of 211 TABLE OF CONTENTS Page

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS ....................................................... 2 SECTION 1.01. SECTION 1.02. SECTION 1.03. SECTION 1.04. SECTION 1.05. SECTION 1.06. SECTION 1.07. SECTION 1.08. SECTION 1.09.

Defined Terms. .................................................................................... 2 Other Interpretive Provisions. ............................................................ 29 Accounting Terms. ............................................................................. 30 Rounding. ........................................................................................... 30 References to Agreements, Laws, Etc. .............................................. 30 Times of Day...................................................................................... 30 Timing of Payment or Performance. .................................................. 30 Letters of Credit. ................................................................................ 31 Currencies Generally. ........................................................................ 31

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS ...................................... 31 SECTION 2.01. SECTION 2.02. SECTION 2.03. SECTION 2.04. SECTION 2.05. SECTION 2.06. SECTION 2.07. SECTION 2.08. SECTION 2.09. SECTION 2.10. SECTION 2.11. SECTION 2.12. SECTION 2.13. SECTION 2.14. SECTION 2.15. SECTION 2.16. SECTION 2.17. SECTION 2.18. SECTION 2.19. SECTION 2.20. SECTION 2.21. SECTION 2.22.

The Loans........................................................................................... 31 Borrowings, Conversions and Continuations of Loans. .................... 32 Existing Letters of Credit. .................................................................. 33 DIP Letters of Credit. ......................................................................... 38 Prepayments. ...................................................................................... 44 Termination or Reduction of Commitments. ..................................... 46 Repayment of Loans. ......................................................................... 46 Interest................................................................................................ 46 Additional Payments. ......................................................................... 46 Computation of Interest, Fees, and Other Payments.......................... 47 Evidence of Indebtedness. ................................................................. 47 Payments Generally. .......................................................................... 48 Sharing of Payments. ......................................................................... 50 [Reserved]. ......................................................................................... 51 [Reserved]. ......................................................................................... 51 [Reserved]. ......................................................................................... 51 Defaulting Lenders............................................................................. 51 Super Priority Nature of Obligations and Liens. ............................... 52 Payment of Obligations...................................................................... 52 No Discharge; Survival of Claims. .................................................... 52 Release. .............................................................................................. 53 Waiver of any Priming Rights and Non-Consensual Use of Cash Collateral. .................................................................................. 53

ARTICLE III TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY ................ 53 SECTION 3.01. SECTION 3.02. SECTION 3.03. SECTION 3.04. SECTION 3.05.

Taxes. ................................................................................................. 53 Illegality. ............................................................................................ 56 Inability to Determine Rates. ............................................................. 57 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans. ............................................. 57 Funding Losses. ................................................................................. 59 -i-

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 66 of 211 TABLE OF CONTENTS (continued) Page SECTION 3.06. SECTION 3.07. SECTION 3.08.

Matters Applicable to All Requests for Compensation. .................... 59 Replacement of Lenders under Certain Circumstances. .................... 60 Survival. ............................................................................................. 61

ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS .............................. 61 SECTION 4.01. SECTION 4.02.

Conditions to Initial Credit Extension. .............................................. 61 Conditions to All Credit Extensions after the Closing Date. ............. 64

ARTICLE V REPRESENTATIONS AND WARRANTIES ...................................................... 66 SECTION 5.01. SECTION 5.02. SECTION 5.03. SECTION 5.04. SECTION 5.05. SECTION 5.06. SECTION 5.07. SECTION 5.08. SECTION 5.09. SECTION 5.10. SECTION 5.11. SECTION 5.12. SECTION 5.13. SECTION 5.14. SECTION 5.15. SECTION 5.16. SECTION 5.17. SECTION 5.18. SECTION 5.19. SECTION 5.20. SECTION 5.21.

Existence, Qualification and Power; Compliance with Laws. ........... 66 Authorization; No Contravention. ..................................................... 66 Governmental Authorization; Other Consents................................... 67 Binding Effect. ................................................................................... 67 Financial Statements; No Material Adverse Effect. .......................... 67 Litigation. ........................................................................................... 68 Compliance with Laws. ..................................................................... 68 Ownership of Property; Liens. ........................................................... 68 Environmental Matters....................................................................... 69 Taxes. ................................................................................................. 69 ERISA Compliance. ........................................................................... 69 Subsidiaries; Equity Interests. ............................................................ 70 Margin Regulations; Investment Company Act. ............................... 70 Disclosure. ......................................................................................... 71 Labor Matters. .................................................................................... 71 Insurance. ........................................................................................... 71 Intellectual Property; Licenses, Etc. .................................................. 71 Use of Proceeds.................................................................................. 72 OFAC; USA PATRIOT Act; FCPA. ................................................. 72 Security Documents. .......................................................................... 73 Reorganization Matters. ..................................................................... 73

ARTICLE VI AFFIRMATIVE COVENANTS .......................................................................... 74 SECTION 6.01. SECTION 6.02. SECTION 6.03. SECTION 6.04. SECTION 6.05. SECTION 6.06. SECTION 6.07. SECTION 6.08. SECTION 6.09. SECTION 6.10. SECTION 6.11.

Financial Statements. ......................................................................... 74 Certificates; Other Information. ......................................................... 76 Notices. .............................................................................................. 78 Payment of Taxes. .............................................................................. 78 Preservation of Existence, Etc. .......................................................... 78 Maintenance of Properties. ................................................................ 79 Maintenance of Insurance. ................................................................. 79 Compliance with Laws. ..................................................................... 80 Books and Records. ........................................................................... 80 Inspection Rights. .............................................................................. 80 Additional Collateral; Additional Guarantors. ................................... 80 -ii-

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 67 of 211 TABLE OF CONTENTS (continued) Page SECTION 6.12. SECTION 6.13. SECTION 6.14. SECTION 6.15. SECTION 6.16. SECTION 6.17. SECTION 6.18. SECTION 6.19. SECTION 6.20. SECTION 6.21.

Compliance with Environmental Laws. ............................................. 82 Further Assurances............................................................................. 82 [Reserved]. ......................................................................................... 83 [Reserved]. ......................................................................................... 83 Changes in Fiscal Year. ..................................................................... 83 Use of Proceeds.................................................................................. 83 Passive Holding Company Status of Parent....................................... 83 Case Milestones. ................................................................................ 83 Certain Post-Closing Obligations. ..................................................... 84 Cash Management. ............................................................................. 84

ARTICLE VII NEGATIVE COVENANTS ................................................................................ 84 SECTION 7.01. SECTION 7.02. SECTION 7.03. SECTION 7.04. SECTION 7.05. SECTION 7.06. SECTION 7.07. SECTION 7.08. SECTION 7.09. SECTION 7.10. SECTION 7.11.

Liens. .................................................................................................. 84 Investments. ....................................................................................... 87 Indebtedness. ...................................................................................... 89 Sale and Leaseback Transactions....................................................... 91 Dispositions........................................................................................ 91 Restricted Payments. .......................................................................... 92 Change in Nature of Business. ........................................................... 92 Transactions with Affiliates. .............................................................. 93 Burdensome Agreements; Restricted Debt Payments. ...................... 93 Financial Covenant. ........................................................................... 94 Swap Agreements. ............................................................................. 94

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES .................................................... 95 SECTION 8.01. SECTION 8.02. SECTION 8.03. SECTION 8.04.

Events of Default. .............................................................................. 95 Remedies Upon Event of Default. ..................................................... 99 [Reserved]. ......................................................................................... 99 Application of Funds.......................................................................... 99

ARTICLE IX ADMINISTRATIVE AGENT AND OTHER AGENTS ................................... 100 SECTION 9.01. SECTION 9.02. SECTION 9.03. SECTION 9.04. SECTION 9.05. SECTION 9.06. SECTION 9.07. SECTION 9.08. SECTION 9.09. SECTION 9.10. SECTION 9.11. SECTION 9.12.

Appointment and Authorization of Agents. ..................................... 100 Delegation of Duties. ....................................................................... 101 Liability of Agents. .......................................................................... 102 Reliance by Agents. ......................................................................... 103 Notice of Default.............................................................................. 103 Credit Decision; Disclosure of Information by Agents. .................. 103 Indemnification of Agents. .............................................................. 104 Agents in Their Individual Capacities. ............................................ 104 Successor Agents. ............................................................................ 105 Administrative Agent May File Proofs of Claim. ............................ 106 Collateral and Guaranty Matters. ..................................................... 106 Other Agents; Managers. ................................................................. 107 -iii-

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 68 of 211 TABLE OF CONTENTS (continued) Page SECTION 9.13. SECTION 9.14.

Appointment of Supplemental Agents. ............................................ 108 Withholding Tax Indemnity. ............................................................ 108

ARTICLE X MISCELLANEOUS ............................................................................................ 109 SECTION 10.01. SECTION 10.02. SECTION 10.03. SECTION 10.04. SECTION 10.05. SECTION 10.06. SECTION 10.07. SECTION 10.08. SECTION 10.09. SECTION 10.10. SECTION 10.11. SECTION 10.12. SECTION 10.13. SECTION 10.14. SECTION 10.15. SECTION 10.16. SECTION 10.17. SECTION 10.18. SECTION 10.19. SECTION 10.20. SECTION 10.21. SECTION 10.22.

Amendments, Etc. ............................................................................ 109 Notices and Other Communications; Facsimile Copies. ................. 111 No Waiver; Cumulative Remedies. ................................................. 112 Attorney Costs and Expenses........................................................... 112 Indemnification by the Borrower. .................................................... 113 Payments Set Aside.......................................................................... 114 Successors and Assigns.................................................................... 114 Confidentiality. ................................................................................ 122 Setoff. ............................................................................................... 123 Interest Rate Limitation. .................................................................. 124 Counterparts. .................................................................................... 124 Integration; Termination. ................................................................. 124 Survival of Representations and Warranties. ................................... 125 Severability. ..................................................................................... 125 GOVERNING LAW. ....................................................................... 125 WAIVER OF RIGHT TO TRIAL BY JURY.................................. 126 Binding Effect; Effect of Restatement. ............................................ 126 USA Patriot Act. .............................................................................. 127 No Advisory or Fiduciary Responsibility. ....................................... 127 Electronic Execution of Assignments. ............................................. 128 Effect of Certain Inaccuracies. ......................................................... 128 Conflicts with Other Loan Documents, Interim Order or Final Order. ............................................................................................... 129

ARTICLE XI GUARANTY ...................................................................................................... 129 SECTION 11.01. SECTION 11.02. SECTION 11.03. SECTION 11.04. SECTION 11.05. SECTION 11.06. SECTION 11.07. SECTION 11.08. SECTION 11.09. SECTION 11.10. SECTION 11.11.

The Guaranty. .................................................................................. 129 Obligations Unconditional. .............................................................. 129 Reinstatement. .................................................................................. 131 Subrogation; Subordination. ............................................................ 131 Remedies. ......................................................................................... 132 Instrument for the Payment of Money. ............................................ 132 Continuing Guaranty. ....................................................................... 132 General Limitation on Guarantee Obligations. ................................ 132 Information. ..................................................................................... 133 Release of Guarantors. ..................................................................... 133 Right of Contribution. ...................................................................... 133

-iv-

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 69 of 211

SCHEDULES 1.01A 1.01B 1.01C 1.01D 1.01E 5.05 5.08 5.09(a) 5.12 5.16 5.17 6.19 7.01 7.02 7.03 7.04 7.05 10.02

Commitments Disqualified Lenders Collateral Documents Existing Letters of Credit Excluded Subsidiaries Certain Liabilities Ownership of Property Environmental Matters Subsidiaries and Other Equity Investments Insurance Intellectual Property Post Closing Existing Liens Existing Investments Existing Indebtedness Sale and Leasebacks Scheduled Dispositions Administrative Agentâ&#x20AC;&#x2122;s Office, Certain Addresses for Notices

EXHIBITS Form of A B C D E F H J-1 J-2 J-3 J-4 K L-1 L2 M

Committed Loan Notice Letter of Credit Application Note Compliance Certificate Assignment and Assumption Security Agreement Intercompany Note United States Tax Compliance Certificate (Foreign Non-Partnership Lenders) United States Tax Compliance Certificate (Foreign Non-Partnership Participants) United States Tax Compliance Certificate (Foreign Partnership Lenders) United States Tax Compliance Certificate (Foreign Partnership Participants) Administrative Questionnaire Affiliated Lender Assignment and Assumption Affiliated Lender Notice Interim Order

-v-

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 70 of 211

CREDIT AGREEMENT This SENIOR SECURED SUPER PRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENT is entered into as of [__________], 2017 (as amended, restated, supplemented or otherwise modified from time to time after the date hereof, this “Agreement”) among FR AFG HOLDINGS, INC., a Delaware corporation (“Parent”), AMERIFORGE GROUP INC., a Texas corporation (the “Borrower”), the Guarantors party hereto from time to time, DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as Administrative Agent, Collateral Agent and Additional L/C Issuer, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and the L/C Participants party hereto. PRELIMINARY STATEMENTS WHEREAS, on [May 1], 2017 (the “Petition Date”), Parent, the Borrower and each of the Guarantors (collectively, the “Debtors”) commenced chapter 11 cases [administratively consolidated as Chapter 11 Case No. [_______]]1 (collectively, the “Chapter 11 Cases”) by filing separate voluntary petitions for reorganization pursuant to chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Debtors continue to operate their businesses and manage their properties as debtors and debtors-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code; WHEREAS, prior to the Petition Date, financing was provided to the Borrower pursuant to that certain Amended and Restated Credit Agreement, dated as of January 25, 2013, as amended by Amendment No. 1 thereto dated as of December 18, 2013, Amendment No. 2 thereto dated as of June 12, 2014, and Amendment No. 3 thereto dated as of August 13, 2015 (and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “First Lien Credit Agreement”) among Parent, the Borrower, the lenders party thereto, the guarantors party thereto and Deutsche Bank Trust Company Americas, as administrative agent and collateral agent, as well as under the Second Lien Credit Agreement, as defined herein; WHEREAS, the Borrower has requested that Lenders provide a senior secured, superpriority multiple draw term loan facility (the “DIP Credit Facility”) in the aggregate principal amount of up to $70,000,000, to fund the working capital requirements, fees, costs and expenses of Parent, the Borrower and its Subsidiaries during the pendency of the Chapter 11 Cases, including, for the avoidance of doubt, costs associated with exiting such cases; WHEREAS, the Lenders are willing to make the certain post-petition loans described herein to the Borrower, the Additional L/C Issuer is willing to issue certain letters of credit for the account of the Borrower and the Existing L/C Issuer is willing to continue certain existing letters of credit described herein for which the Borrower is an account party as letters of credit hereunder, in each case of up to such amounts and upon the terms and conditions set forth herein;

NTD: To be updated.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 71 of 211

WHEREAS, the Borrower has agreed to secure all of its Obligations under the Loan Documents by granting to the Administrative Agent and the Lenders a security interest in and lien upon all of its existing and after-acquired personal and real property, subject to the terms of the Interim Order and Final Order; WHEREAS, Parent and its Subsidiaries (other than any Excluded Subsidiary) are willing to guarantee all of the Obligations of the Borrower under the Loan Documents and to secure all of their obligations under their guarantee by granting to the Administrative Agent and the Lenders a security interest in and lien upon all of their existing and after acquired personal and real property including, without limitation, all of the Equity Interests of the Borrower, subject to the terms of the Interim Order and Final Order; and WHEREAS, each Subsidiary will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in this Agreement. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: ARTICLE I Definitions and Accounting Terms SECTION 1.01.

Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below: “Additional L/C Issuer” means DBNY or any of its Subsidiaries or Affiliates. “Administrative Agent” means DBNY, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. “Administrative Agent’s Office” means the Administrative Agent’s address and account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders. “Administrative Questionnaire” means an Administrative Questionnaire in the form of Exhibit K or such other form as may be supplied from time to time by the Administrative Agent. “Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. “Affiliated Lender” means a Person that is (a) a Sponsor or an Affiliate of a Sponsor, including any Non-Debt Fund Affiliates and (b) an officer, director or employee of Parent or any of its Subsidiaries (or any of the foregoing who ceases to be such an officer, director or

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 72 of 211

employee, as applicable, on or after the Closing Date) or any Person that is Controlled by one or more of any such Persons; provided that “Affiliated Lenders” shall not include Parent, any of its Subsidiaries or any Debt Fund Affiliate. “Affiliated Lender Assignment and Assumption” has the meaning set forth in Section 10.07(l)(i). “Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, partners, agents, advisors, attorneys-in-fact and other representatives of such Persons and Affiliates. “Agents” means, collectively, the Administrative Agent, the Collateral Agent and the Supplemental Agents (if any). “Aggregate Commitments” means the Commitments of all the Lenders. “Agreement” has the meaning set forth in the introductory paragraph to this Agreement. “Applicable Period” has the meaning set forth in Section 10.21. “Applicable Rate” means a percentage per annum equal to: (a) with respect to Loans, (i) for Loans that are Eurocurrency Rate Loans, 8.00% and (ii) for Loans that are Base Rate Loans, 7.00%; and (b)

with respect to DIP Letter of Credit fees, 3.50% per annum.

“Approved Fund” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender. “Assignees” has the meaning set forth in Section 10.07(b)(i). “Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E. “Assignment Taxes” has the meaning specified in Section 3.01(b). “Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel. “Audited Financial Statements” means the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2016 and related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2016. “Bankruptcy Code” has the meaning assigned to such term in the recitals. “Bankruptcy Court” has the meaning assigned to such term in the recitals. 3

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 73 of 211

“Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Federal Funds Rate in effect on such day plus 1/2 of 1%, (b) the Prime Rate in effect for such day and (c) the Eurocurrency Rate for a one-month Interest Period plus 1.00%; provided that for the avoidance of doubt, the Eurocurrency Rate for any day shall be based on the rate determined on such day at approximately 11:00 a.m. (London time) by reference to the British Bankers’ Association as an authorized vendor for the purpose of displaying such rates) on such day. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Base Rate shall be determined without regard to clause (a) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the Eurocurrency Rate shall be effective on the effective date of such change in the Prime Rate, the Federal Funds Rate or the Eurocurrency Rate, as the case may be. “Base Rate Loan” means a Loan that bears interest based on the Base Rate. “Borrower” has the meaning set forth in the introductory paragraph to this Agreement. “Borrower Materials” has the meaning set forth in Section 6.02. “Borrowing” means (a) the incurrence of Loans on the Closing Date (or resulting from conversions on a given date after the Closing Date) having, in the case of Eurocurrency Loans, the same Interest Period or (b) the incurrence of Loans on a given date (or resulting from conversions on a given date) having, in the case of Eurocurrency Loans, the same Interest Period. “Budget” has the meaning specified in Section 6.01(d). “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of New York or the state where the Administrative Agent’s Office is located and if such day relates to any interest rate settings as to a Eurocurrency Rate Loan, any fundings, disbursements, settlements and payments in respect of any such Eurocurrency Rate Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits are conducted by and between banks in the London interbank eurodollar market. “Calendar Week” means a week consisting of each day from Sunday through Saturday. “Capital Lease Obligations” of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for purposes hereof, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. “Carve-Out” has the meaning assigned thereto in the Interim Order and, when effective, the Final Order. 4

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 74 of 211

“Cash Collateral Account” means a blocked account at a commercial bank specified by the Administrative Agent in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner reasonably satisfactory to the Administrative Agent. “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Existing L/C Issuer, as collateral for the L/C Obligations in respect of the Existing Letters of Credit, or for the benefit of the Additional L/C Issuer, as collateral for the L/C Obligations in respect of the DIP Letters of Credit, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer. “Cash Disbursements” means, for any period, the amount of cash operating and nonoperating disbursements for the Borrower and its Subsidiaries during such period, on a consolidated basis, as set forth in the applicable Budget or Variance Report for such period. “Cash Equivalents” shall mean: (a) direct obligations of the United States of America or any agency thereof or obligations guaranteed by the United States of America or any agency thereof, in each case with maturities not exceeding 12 months; (b) time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company that is organized under the laws of the United States of America, or any state thereof having capital, surplus and undivided profits in excess of $250,000,000 and whose long-term debt, or whose parent holding company’s long-term debt, is rated A (or such similar equivalent rating or higher) by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act); (c) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Borrower) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of P-1 (or higher) according to Moody’s, or A-1 (or higher) according to S&P; (d) securities with maturities of 12 months or less from the date of acquisition issued or fully guaranteed by any State, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by S&P or A-2 by Moody’s; (e) shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of clauses (a) through (e) above; (f) money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $500,000,000; and 5

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 75 of 211

(g) time deposit accounts, certificates of deposit and money market deposits in an aggregate face amount not in excess of 1/2 of 1% of Consolidated Total Assets. “Cash Receipts” means, for any period, the cumulative amount of cash receipts for Borrower and its Subsidiaries during such period, on a consolidated basis, as set forth in the applicable Budget or Variance Report for such period. “Casualty Event” means any event that gives rise to the receipt by the Borrower or any Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property. “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as subsequently amended, and the regulations promulgated thereunder. “Change of Control” shall be deemed to occur if: (a) (i) any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), other than any combination of the Permitted Holders, shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting interest in Parent’s Equity Interests and the Permitted Holders shall own, directly or indirectly, less than such person or “group” on a fully diluted basis of the voting interest in Parent’s Equity Interests or (ii) during each period of twelve consecutive months, the Continuing Directors shall fail to comprise a majority of the board of directors of Parent; (b) a “change of control” (or similar event) shall occur under the First Lien Credit Agreement, the Second Lien Credit Agreement or any Indebtedness for borrowed money with an aggregate principal amount in excess of the Threshold Amount; or (c) Borrower.

Parent shall cease to own directly 100% of the Equity Interests of the

“Chapter 11 Cases” has the meaning assigned to such term in the recitals. “Chapter 11 Plan” has the meaning assigned to such term in Section 6.19(a). “Closing Date” means the date on which the conditions precedent in Section 4.01 have been satisfied and the initial Borrowing is made. “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. “Collateral” means any and all assets, whether real or personal, tangible or intangible, on which Liens are purported to be granted pursuant to the Interim Order, Final Order or Collateral Documents as security for the Obligations. “Collateral Agent” means DBNY, in its capacity as collateral agent or pledgee in its own name under any of the Loan Documents, or any successor collateral agent.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 76 of 211

“Collateral and Guarantee Requirement” means, at any time, the requirement that: (a) the Administrative Agent shall have received each Collateral Document required to be delivered on the Closing Date pursuant to Section 4.01 or from time to time pursuant to Section 6.11 or Section 6.13, subject to the limitations and exceptions of this Agreement, duly executed by each Loan Party party thereto; (b) the Obligations and the Guaranty shall have been secured by a firstpriority security interest in accordance with the Interim Order (or the Final Order, as the case may be) in the Collateral, including without limitation (i) all the Equity Interests of the Borrower, (ii) all Equity Interests of each Subsidiary (except as provided in clause (b)(iii) below) directly owned by any Loan Party and (iii) 65% of the voting Equity Interests and 100% of non-voting Equity Interests in each Subsidiary directly owned by any Loan Party that is (x) a Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code or (y) treated as a partnership or a disregarded entity for U.S. federal income tax purposes and substantially all of the assets of which consist of the Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries that are “controlled foreign corporations” within the meaning of Section 957 of the Code; (c) the Obligations and the Guaranty shall have been secured, in accordance with the Interim Order (or the Final Order, as the case may be), by a perfected security interest in, and lien on, substantially all now owned or leased or, in the case of real property, fee owned, or at any time hereafter acquired tangible and intangible assets of each Loan Party (including Equity Interests, intercompany debt, accounts, inventory, equipment, investment property, contract rights, intellectual property in the United States of America, other general intangibles, real property and proceeds of the foregoing), in each case, subject to exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents (to the extent appropriate in the applicable jurisdiction); (d) after the Closing Date, each Subsidiary of the Borrower that is not then a Guarantor and not an Excluded Subsidiary shall become a Guarantor and signatory to this Agreement pursuant to a joinder agreement in accordance with Section 6.11 or 6.13 and a party to the Collateral Documents in accordance with Section 6.11; provided that notwithstanding the foregoing provisions, any Subsidiary of the Borrower that Guarantees any Credit Agreement Indebtedness or other Indebtedness for borrowed money of any Loan Party having an aggregate principal amount in excess of the Threshold Amount shall be a Guarantor hereunder for so long as it Guarantees such Indebtedness. Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary and subject to the effect of the Interim Order and the Final Order: (A) the foregoing definition shall not require, unless otherwise stated in this clause (A), the creation or perfection of pledges of or security interests in (i) any particular asset, if the pledge thereof or the security interest therein is prohibited by Law

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 77 of 211

(including any requirement to obtain the consent of any Governmental Authority or third party) other than to the extent such prohibition is expressly deemed ineffective under the Uniform Commercial Code or other applicable Law, including the Bankruptcy Code, notwithstanding such prohibition, (ii) Equity Interests in any Person other than wholly owned Subsidiaries that cannot be pledged without the consent of one or more third parties other than Parent, the Borrower or any of its Subsidiaries (other than to the extent such prohibition is expressly deemed ineffective under the Uniform Commercial Code or other applicable Law, including the Bankruptcy Code, notwithstanding such prohibition), (iii) any permitted agreements or other property or rights of a Loan Party arising under or evidenced by any permitted contract, lease, instrument, license, state or local franchises, charters and authorizations, purchase money security interest or similar arrangement or document to the extent the pledges thereof and security interests therein are prohibited by such permitted agreements (including permitted liens, leases, licenses, state or local franchises, charters and authorizations, purchase money security interest or similar arrangement or document), other than proceeds and receivables thereof, except to the extent the pledge of such permitted agreements or other property or rights is expressly deemed effective (or such prohibition is deemed ineffective) under the Uniform Commercial Code or other applicable law, including the Bankruptcy Code, or principle of equity notwithstanding such prohibition, (iv) licenses, leases, other agreements and any other property and assets to the extent that the Administrative Agent may not validly possess a security interest therein under applicable Laws or the pledge or creation of a security interest in which would require governmental consent, approval, license or authorization (except that cash proceeds of dispositions thereof in accordance with applicable Law shall constitute Collateral), in each case where the applicable requirement is not ineffective under applicable Laws, including the Bankruptcy Code, or principles of equity, and (v) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal Law (the assets excluded pursuant to this clause (A), the “Excluded Assets”); (B) the foregoing definition shall not require (i) control agreements with respect to any cash, deposit accounts or securities accounts which any Loan Party maintains with the Administrative Agent, (ii) any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S., including any intellectual property registered in any non-U.S. jurisdiction, or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) the foregoing definition shall not require notation on certificates of title, supplementation of any Collateral Documents to reflect any commercial tort claims where the amount of damages claimed by the applicable Loan Party is less than $1,000,000 or filing of any mortgages on, or the obtaining of title insurance or taking other actions with respect to any fee owned real property and any leasehold rights and interest in real property (including landlord waivers, estoppels and collateral access letters) or (iv) delivery of any stock certificates, membership interest certificates or similar documents (or any recertification thereof) as a 8

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 78 of 211

result of clause (b) above other than those such documents delivered on or prior to the Closing Date or as specified on Schedule 6.20; and (C) the Administrative Agent in its discretion may grant extensions of time for the creation or perfection of security interests in, and mortgages on, or obtaining of title insurance or taking other actions with respect to, particular assets (including extensions beyond the Closing Date) or any other compliance with the requirements of this definition where it reasonably determines in writing, in consultation with the Borrower, that the creation or perfection of security interests and mortgages on, or obtaining of title insurance or taking other actions, or any other compliance with the requirements of this definition cannot be accomplished without undue delay, burden or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents. “Collateral Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreement, collateral assignments, security agreements, pledge agreements, intellectual property security agreements or other similar agreements delivered to the Administrative Agent or the Collateral Agent pursuant to Section 4.01, Section 6.11 or Section 6.13, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent or the Collateral Agent for the benefit of the Secured Parties. “Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Loans hereunder on any Funding Date, expressed as an amount representing the maximum principal amount of Loans to be made by such Lender hereunder on such Funding Date or in the aggregate, as the context may require, as such commitment (a) is reduced upon the making of Loans pursuant to Section 2.01, and (b) may be reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to an Assignment and Assumption. The amount of each Lender’s Commitment, for each Funding Date and in the aggregate, as of the Effective Date is set forth on Schedule 1.01A or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as the case may be. The aggregate principal amount of the Commitments hereunder as of the Effective Date is $70,000,000. “Committed Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A. “Compensation Period” has the meaning set forth in Section 2.12(c)(ii). “Compliance Certificate” means a certificate substantially in the form of Exhibit D. “Confirmation Order” has the meaning set forth in Section 6.19(d). “Continuing Directors” means the directors of Parent, the Borrower or a Subsidiary, as applicable, on the Closing Date, and each other director, if, in each case, such other director’s nomination for election to the board of directors of Parent, the Borrower or such Subsidiary, as applicable, is recommended by a majority of the then Continuing Directors or such other director

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 79 of 211

receives the vote of the Permitted Holders in his or her election by the stockholders of Parent, the Borrower or such Subsidiary, as applicable. “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. “Control” has the meaning set forth in the definition of “Affiliate.” “Credit Agreement Indebtedness” means the principal, interest, fees and other amounts, other than contingent obligations not due and payable, outstanding under the Credit Agreements. “Credit Agreements” means (i) the First Lien Credit Agreement and (ii) the Second Lien Credit Agreement. “Credit Extension” means a Borrowing. “DBNY” has the meaning set forth in the introductory paragraph to this Agreement. “Debt Fund Affiliates” shall mean any Affiliate of Parent that is a bona fide diversified debt fund or an investment vehicle that is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course. “Debtors” has the meaning set forth in the introductory paragraph to this Agreement. “Debtor Relief Laws” means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally. “Debt Service” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis for any period, Interest Expense for such period plus scheduled principal amortization payable under the First Lien Credit Agreement for such period. “Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. “Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Loans that are Base Rate Loans plus (c) 2.0% per annum; provided that with respect to the overdue principal or interest in respect of a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan, plus 2.0% per annum, in each case to the fullest extent permitted by applicable Laws.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 80 of 211

“Defaulting Lender” means any Lender whose acts or failure to act, whether directly or indirectly, cause it to meet any part of the definition of “Lender Default.” “DIP Cash Collateral Account” means a Cash Collateral Account established for the benefit of the Additional L/C Issuer. “DIP Credit Facility” has the meaning assigned to such term in the recitals. “DIP Letter of Credit” means a standby letter of credit issued by the Additional L/C Issuer under Section 2.04 hereof. “DIP Motion” has the meaning assigned to such term in Section 6.19(a). “Disclosure Statement” has the meaning assigned to such term in Section 6.19(a). “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale or issuance of Equity Interests in a Subsidiary) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. “Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date at the time of issuance of such Equity Interests; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of Parent (or any direct or indirect parent thereof), the Borrower or the Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations. “Disqualified Lenders” means the Persons listed on Schedule 1.01B. “Distressed Person” has the meaning set forth in the definition of “Lender-Related Distress Event.” “Dollar” and “$” mean lawful money of the United States. “Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia. “Effective Date” means the date on which all of the conditions in Section 4.01 are satisfied.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 81 of 211

“Eligible Assignee” has the meaning set forth in Section 10.07(a). “Environment” means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata, and natural resources such as wetlands, flora and fauna. “Environmental Laws” means any applicable Law relating to the prevention of pollution or the protection of the Environment and natural resources, and the protection of human health and safety as it relates to the environment, including any applicable provisions of CERCLA. “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of investigation and remediation, fines, penalties or indemnities), of the Loan Parties or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the Environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. “Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law. “Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities). “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with a Loan Party or any Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code, or solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code. “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party, any Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party, any Subsidiary or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate any Pension Plan, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA, respectively, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) with respect 12

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 82 of 211

to a Pension Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (g) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to a Loan Party or any Subsidiary; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Loan Party, any Subsidiary or any ERISA Affiliate. “Eurocurrency Rate” means, for any Interest Period with respect to any Eurocurrency Rate Loan, the rate per annum determined by the Administrative Agent, at approximately 11:00 a.m. (London time) on the date which is two Business Days prior to the beginning of such Interest Period by reference to the British Bankers’ Association Interest Settlement Rates for deposits in Dollars (as set forth by any service selected by the Administrative Agent which has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provision of this definition, the “Eurocurrency Rate” shall be the interest rate per annum, determined by the Administrative Agent to be the average of the rates per annum at which deposits in Dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date which is two Business Days prior to the beginning of such Interest Period; provided that the Eurocurrency Rate shall be deemed to not be less than 1.00% per annum. “Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate. “euro” means the single currency of participating member states of the EMU. “Event of Default” has the meaning set forth in Section 8.01. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Excluded Subsidiary” means those Subsidiaries set forth in Schedule 1.01E, for so long as each such Subsidiary does not Guarantee any Indebtedness of any Loan Party in an aggregate principal amount exceeding the Threshold Amount. “Existing L/C Issuer” means Deutsche Bank Trust Company Americas with respect to the Existing Letters of Credit. “Existing Letters of Credit” means each letter of credit issued prior to the Petition Date under the First Lien Credit Facility and listed on Schedule 1.01D. The Existing Letters of Credit shall be deemed to have been issued hereunder. “Exit Term Facility” means the term loan facility that is subject entirely and exclusively to the terms and provisions of the definitive documentation consistent with the terms set forth in the Exit Term Loan Facility Term Sheet (attached as an exhibit to the Restructuring Support Agreement), which documentation shall be in form and substance satisfactory to the Required Consenting First Lien Lenders (as defined in the Restructuring Support Agreement) and the First

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 83 of 211

Lien Agent (including a credit agreement governing the continuation and conversion of the Loans, the “Exit Credit Agreement”). “FATCA” means Sections 1471 through 1474 of the Code (including, for the avoidance of doubt, any agreements entered into pursuant to Section 1471(b)(1) of the Code), as of the Closing Date (and any amended or successor version thereof that is substantively comparable and not materially more onerous to comply with) and any current or future Treasury Regulations or other official administrative guidance promulgated thereunder. “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published on the next succeeding Business Day by the Federal Reserve Bank of New York; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. “Fee Letter” means the Fee Letter, dated as of [_______], 2017, among DBNY and the Borrower. “Final Order” has the meaning set forth in Section 4.02(a)(v). “Final Order Entry Date” means the date on which the Final Order is entered by the Bankruptcy Court. “Financial Advisor Costs” means and includes all reasonable and documented or invoiced out-of-pocket fees, expenses and disbursements of financial advisors engaged to advise in connection with this Agreement. “FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended. “First Lien Agent” means Deutsche Bank Trust Company Americas, as administrative agent for the First Lien Lenders under the First Lien Credit Agreement. “First Lien Credit Agreement” has the meaning assigned thereto in the recitals. “First Lien Credit Agreement Obligations” means the “Obligations” under (and as defined in) the First Lien Credit Agreement. “First Lien Lenders” means the lenders party to the First Lien Credit Agreement. “Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 84 of 211

statute thereto and (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto. “Foreign Subsidiary” means any direct or indirect Subsidiary of the Borrower which is not a Domestic Subsidiary. “FRB” means the Board of Governors of the Federal Reserve System of the United States. “Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course. “Funding Date” means (i) the Effective Date and (ii) the Final Order Entry Date. “GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however, that (i) if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith, (ii) GAAP shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under FASB ASC Topic 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any of its Subsidiaries at “fair value,” as defined therein, and Indebtedness shall be measured at the aggregate principal amount thereof, and (iii) the accounting for operating leases and capital leases under GAAP as in effect on the date hereof (including, without limitation, Accounting Standards Codification 840) shall apply for the purposes of determining compliance with the provisions of this Agreement, including the definition of Capital Lease Obligations. “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. “Granting Lender” has the meaning set forth in Section 10.07(i). “Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such 15

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 85 of 211

Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. “Guaranteed Obligations” has the meaning set forth in Section 11.01. “Guarantors” means, collectively, (i) Parent, (ii) the Subsidiaries of the Borrower (other than any Excluded Subsidiary) and (iii) those Subsidiaries that issue a Guarantee of the Obligations after the Closing Date pursuant to Section 6.11 or otherwise, at the option of the Borrower, issue a Guarantee of the Obligations after the Closing Date. “Guaranty” means, collectively, the guaranty of the Obligations by the Guarantors pursuant to this Agreement. “Hazardous Materials” means all materials, pollutants, contaminants, chemicals, compounds, constituents, substances or wastes, in any form, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, mold, or other emissions that are regulated pursuant to, or which could give rise to liability under, applicable Environmental Law. “Honor Date” has the meaning set forth in Section 2.03(c)(i). “Indebtedness” means, as to any Person at a particular time, without duplication, all of the following: (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety 16

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 86 of 211

bonds, performance bonds and similar instruments issued or created by or for the account of such Person; (c)

net obligations of such Person under any Swap Agreement;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts and accrued expenses payable in the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and (iii) accruals for payroll and other liabilities accrued in the ordinary course); (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f)

all Capital Lease Obligations; and

(g)

all obligations of such Person in respect of Disqualified Equity Interests;

and (h) to the extent not otherwise included above, all Guarantees of such Person in respect of any of the foregoing. For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise expressly limited and (B) exclude all trade liabilities having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business. The amount of any net obligation under any Swap Agreement on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith. “Indemnified Liabilities” has the meaning set forth in Section 10.05. “Indemnified Taxes” means, with respect to any Agent or any Lender, all Taxes other than (i) Taxes imposed on or measured by its net income, however denominated, and franchise (and similar) Taxes imposed in lieu of net income Taxes, in each case, by a jurisdiction (a) as a result of such recipient being organized in or having its principal office (or, in the case of any Lender, its applicable Lending Office) in such jurisdiction (or any political subdivision thereof), or (b) as a result of any other connection between such Lender or Agent and such jurisdiction other than any connections arising from executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under, receiving payments under, or enforcing, any Loan Document, (ii) any branch profits Taxes imposed in the United States or any 17

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 87 of 211

similar Tax, imposed by any jurisdiction described in clause (i) above, (iii) Taxes attributable to the failure by any Agent or Lender to deliver the documentation required to be delivered pursuant to Section 3.01(d), (iv) in the case of any Lender (other than an assignee pursuant to a request by the Borrower under Section 3.07), any U.S. federal withholding Tax that is in effect on the date such Lender becomes a party to this Agreement, or designates a new Lending Office, except to the extent such Lender (or its assignor, if any) was entitled immediately prior to the time of designation of a new Lending Office (or assignment) to receive additional amounts with respect to such withholding Tax pursuant to Section 3.01, and (v) any U.S. federal withholding Taxes imposed under FATCA. For the avoidance of doubt, the term “Lender” for purposes of this definition shall include each L/C Issuer. “Indemnitees” has the meaning set forth in Section 10.05. “Information” has the meaning set forth in Section 10.08. “Intellectual Property Security Agreement” means each Copyright Short Form Security Agreement, Trademark Short Form Security Agreement and Patent Short Form Security Agreement (each as defined in the Security Agreement), in each case executed and delivered pursuant to the Security Agreement. “Intercompany Note” means a promissory note substantially in the form of Exhibit H. “Interest Expense” means, with respect to any Person for any period, the sum of (a) gross interest expense of such Person for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all fees payable in connection with the incurrence of Indebtedness to the extent included in interest expense, and (iii) the portion of any payments or accruals with respect to Capital Lease Obligations allocable to interest expense and (b) capitalized interest of such Person. “Interest Payment Date” means, (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the DIP Credit Facility and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date of the DIP Credit Facility. “Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one month thereafter; provided that: (i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (ii) any Interest Period (other than an Interest Period having a duration of less than one month) that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and 18

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 88 of 211

(iii) Facility.

no Interest Period shall extend beyond the Maturity Date of the DIP Credit

“Interim Order” means that certain interim order (a) authorizing each of the Loan Parties (A) to obtain post-petition financing pursuant to 11 U.S.C. §§ 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3)(1) and 364(d) and (e), (B) to utilize cash collateral pursuant to 11 U.S.C. § 363, (b) granting adequate protection to pre-petition secured parties pursuant to 11 U.S.C. §§ 361, 362, 363 and 364, (c) scheduling a final hearing pursuant to Bankruptcy Rule 4001(b), and (d) to be entered by the Bankruptcy Court in the Chapter 11 Cases in accordance with Section 4.01(h), substantially in the form of Exhibit M or otherwise satisfactory in form and substance to the Administrative Agent. “Interim Order Entry Date” means the date on which the Interim Order is entered by the Bankruptcy Court. “Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, excluding, in the case of the Borrower and its Subsidiaries, intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Borrower and its Subsidiaries or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment at any time shall be the amount actually invested (measured at the time made), without adjustment for subsequent increases or decreases in the value of such Investment. “IP Rights” has the meaning set forth in Section 5.17. “IRS” means the U.S. Internal Revenue Service. “Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority. “L/C Advance” means, with respect to each L/C Participant, such L/C Participant’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share under the First Lien Credit Agreement. “L/C Borrowing” means an extension of credit resulting from a drawing under any Existing Letter of Credit which has not been reimbursed on the applicable Honor Date.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 89 of 211

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof. “L/C Disbursement” means any payment made by the Existing L/C Issuer pursuant to an Existing Letter of Credit. “L/C Issuer” means the Additional L/C Issuer and the Existing L/C Issuer. “L/C Obligation” means, as at any date of determination, (i) in respect of the DIP Letters of Credit, the aggregate maximum amount then available to be drawn under all outstanding DIP Letters of Credit plus the aggregate amount required to be reimbursed under Section 2.04 in respect of DIP Letters of Credit, and (ii) in respect of the Existing Letters of Credit, the aggregate maximum amount then available to be drawn under all outstanding Existing Letters of Credit plus the aggregate of all Unreimbursed Amounts in respect of Existing Letters of Credit, including all L/C Borrowings. “L/C Participant” means each party to this Agreement that acts as a participant in an Existing Letter of Credit pursuant to Section 2.03, in each case either as party hereto on the date hereof or upon joining this Agreement as an “L/C Participant” pursuant to a joinder agreement reasonably satisfactory to the Administrative Agent, a majority in interest of the L/C Participants party hereto at the time of such joinder and the Existing L/C Issuer. “Lender” has the meaning set forth in the introductory paragraph to this Agreement and, as the context requires, includes the L/C Issuers and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.” “Lender Default” means (i) the refusal (which may be given verbally or in writing and has not been retracted) or failure of any Lender to make available its portion of any Loan or other payment hereunder, or (ii) a Lender has admitted in writing that it is insolvent or such Lender becomes subject to a Lender-Related Distress Event. “Lender-Related Distress Event” means, with respect to any Lender or any person that directly or indirectly controls such Lender (each, a “Distressed Person”), as the case may be, a voluntary or involuntary case with respect to such Distressed Person under any debtor relief law, or a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person or any person that directly or indirectly controls such Distressed Person is subject to a forced liquidation, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interests in any Lender or any person that directly or indirectly Controls such Lender by a Governmental Authority or an instrumentality thereof so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 90 of 211

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent. “Letter of Credit” means any DIP Letter of Credit and any Existing Letter of Credit. “Letter of Credit Application” means an application and agreement for the issuance of a DIP Letter of Credit, which shall be substantially in the form of Exhibit B or otherwise in a form reasonably acceptable to the Additional L/C Issuer. “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to Real Property, and any Capital Lease Obligations having substantially the same economic effect as any of the foregoing). “Loan” means any loan made by the Lenders to the Borrower pursuant to this Agreement. “Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Collateral Documents, (iv) each Letter of Credit, (v) the Interim Order and the Final Order, (vi) the Fee Letter and (vii) any other document related to this Agreement designated in writing by the Borrower and the Administrative Agent as a “Loan Document.” “Loan Parties” means, collectively, the Borrower and each Guarantor. “Management Group” means the group consisting of the directors, executive officers and other management personnel of the Borrower, any Subsidiary or Parent, as the case may be, on the Closing Date together with (1) any Continuing Directors and (2) executive officers and other management personnel of the Borrower, any Subsidiary or Parent, as the case may be, hired at a time when the Continuing Directors constituted a majority of the directors of the Borrower, any Subsidiary or Parent, as the case may be. “Margin Stock” has the meaning set forth in Regulation U issued by the FRB. “Master Agreement” has the meaning set forth in the definition of “Swap Agreement.” “Material Adverse Effect” means a (a) material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Borrower and its Subsidiaries, taken as a whole or (b) material impairment of the validity and enforceability of, or a material impairment of the material rights, remedies or benefits available to, the Lenders, any L/C Issuer or any Agent under any Loan Document. “Maturity Date” means the earliest to occur of (i) six months after the Petition Date, (ii) the Plan Effective Date, and (iii) the date all DIP Loans become due and payable under the Loan Documents, whether by acceleration or otherwise; provided that if any such day is not a Business Day, the Maturity Date shall be the Business Day immediately preceding such day.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 91 of 211

“Maximum Rate” has the meaning set forth in Section 10.10. “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. “Multiemployer Plan” means any employee benefit plan of the type described in Section 3(37) or 4001(a)(3) of ERISA, to which the Borrower, any Subsidiary or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. “Net Cash Flows” means, for any period, the amount of Cash Receipts less Cash Disbursements before any reduction for Debt Service payments for Borrower and its Subsidiaries during such period, on a consolidated basis, as set forth in the applicable Budget or Variance Report for such period. “Net Proceeds” means, with respect to any event, the proceeds received in respect of such event in cash, including (i) any cash received in respect of any non cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment or earn-out, but excluding any interest payments), but only as and when received, (ii) in the case of a Casualty Event, insurance proceeds, and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, minus the reasonable fees and out of pocket expenses paid by Parent, the Borrower and the Guarantors in connection with such event, including all taxes paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees and discounts), commissions, costs and other expenses, in each case incurred in connection with such event. “Non-Debt Fund Affiliate” means any Affiliate of the Sponsor other than (a) Parent or any Subsidiary of Parent, (b) any Debt Fund Affiliates and (c) any natural person. “Note” means a promissory note made by the Borrower in favor of a Lender and its registered assigns evidencing Loans made by such Lender, in substantially the form of Exhibit C. “Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Subsidiaries arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees and expenses that accrue after the commencement by or against any Loan Party or Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit fees, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 92 of 211

“OFAC” means U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State. “Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity. “Other Taxes” has the meaning specified in Section 3.01(b). “Outstanding Amount” means (a) with respect to the Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date; and (b) with respect to any L/C Obligations on any date, the aggregate outstanding amount thereof on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date. “Overnight Rate” means, for any day, the greater of the Federal Funds Rate and an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. “Parent” has the meaning set forth in the introductory paragraph to this Agreement. “Participant” has the meaning set forth in Section 10.07(f). “Participant Register” has the meaning set forth in Section 10.07(f). “PBGC” means the Pension Benefit Guaranty Corporation. “Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years. “Permitted Holders” means each of (i) the Sponsor Funds and the Sponsor Fund Affiliates and (ii) with respect to not more than 30% of the total voting power of the Equity Interests of Parent, the Management Group.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 93 of 211

“Permitted Senior Lien” means any valid, enforceable, and non-avoidable Lien that was perfected prior to the Petition Date which is senior in priority to the Liens securing the First Lien Credit Agreement Obligations under applicable law and after giving effect to any subordination or intercreditor agreements and which is (i) permitted under the First Lien Credit Agreement or (ii) has otherwise been approved in writing by the Required Lenders. “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. “Petition Date” has the meaning assigned to such term in the recitals. “Plan Effective Date” means the effective date of the Chapter 11 Plan. “Platform” has the meaning set forth in Section 6.02. “Pledged Debt” has the meaning set forth in the Security Agreement. “Pledged Equity” has the meaning set forth in the Security Agreement. “Post-Petition” shall mean the time period subsequent to the filing of the Chapter 11 Cases. “Prepayment Event” means: (a) any sale, transfer or other disposition of any property or asset of the Borrower or any of its Subsidiaries (other than any such sale, transfer or other disposition permitted by Section 7.05(a)); (b) the receipt by any Loan Party of the proceeds of any Casualty Event, loss of property or assets or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding; or (c) the incurrence by the Borrower or any of its Subsidiaries of any Indebtedness, other than Indebtedness permitted under Section 7.03. “Pre-Petition” means the time period prior to the filing of the Chapter 11 Cases. “Prime Rate” means the rate of interest per annum determined from time to time by DBNY as its prime rate in effect at its principal office in New York City and notified to the Borrower. “Pro Rata Share” means, (a) with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under the DIP Credit Facility at such time and the denominator of which is the amount of the Aggregate Commitments under the DIP Credit Facility at such time and (b) with respect to each L/C Participant, its pro rata share in accordance with the First Lien Credit Agreement.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 94 of 211

“Public Lender” has the meaning set forth in Section 6.02. “Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests. “Real Property” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned or leased by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof. “Register” has the meaning set forth in Section 10.07(d). “Reimbursement Obligation” means the obligation of the Borrower to reimburse the Existing L/C Issuer pursuant to Section 2.03 for amounts drawn under Existing Letters of Credit. “Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing or dispersing. “Report Date” means the last day of each full Calendar Week following the Petition Date. “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived. “Required Lenders” means, as of any date of determination, Lenders having outstanding Loans and unused Commitments representing more than 50% of the sum of the aggregate outstanding Loans and unused Commitments at such time; provided that the unused Commitments of, and the portion of the outstanding Loans held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of the Required Lenders. “Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary of such Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. “Restricted Indebtedness” means (a) the Credit Agreement Indebtedness, (b) any Indebtedness of Parent, the Borrower or any of its Subsidiaries that is subordinated in writing to the Obligations, (c) any unsecured Indebtedness of Parent, the Borrower or any of its Subsidiaries, and (d) any Indebtedness of Parent, the Borrower and its Subsidiaries that is secured by a Lien on the Collateral that is junior to the Liens in the Collateral securing the Obligations. 25

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 95 of 211

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to the Borrower’s or a Subsidiary’s stockholders, partners or members (or the equivalent Persons thereof). “Restructuring Support Agreement” means that certain Restructuring Support Agreement, dated as of April 5, 2017 (as amended in accordance with the terms thereof) by and among (a) Parent, (b) all of Parent’s wholly-owned domestic subsidiaries signatory thereto, (c) the holders of claims under the First Lien Credit Agreement party thereto, (d) the holders of claims under the Second Lien Credit Agreement party thereto, (e) the Debt Fund Affiliates and Non-Debt Fund Affiliates (each as defined in the Second Lien Credit Agreement) signatory thereto, and (f) FR Heavy Metal LP, a Delaware limited partnership (solely in its capacity as a holder of direct and/or indirect existing equity interests in the Debtors). “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto. “Same Day Funds” means immediately available funds. “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions. “Second Lien Agent” means Delaware Trust Company, as administrative agent for the Second Lien Lenders under the Second Lien Credit Agreement. “Second Lien Credit Agreement” shall mean that certain Amended and Restated Second Lien Credit Agreement, dated as of January 25, 2013, as amended by Amendment No. 1 thereto dated as of December 18, 2013 and Amendment No. 2 thereto dated as of June 12, 2014, among Parent, the Borrower, the lenders party thereto, and the Second Lien Agent. “Second Lien Credit Agreement Obligations” means the “Obligations” under (and as defined in) the Second Lien Credit Agreement. “Second Lien Lenders” means the lenders party to the Second Lien Credit Agreement. “Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, each L/C Participant, the Supplemental Agents and each co-agent or sub-agent appointed by the Administrative Agent or Collateral Agent from time to time pursuant to Section 9.02. “Securities Act” means the Securities Act of 1933, as amended. “Security Agreement” means the Security Agreement substantially in the form of Exhibit F, dated as of the Closing Date, among Parent, the Borrower, certain subsidiaries of the Borrower and the Collateral Agent.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 96 of 211

“Security Agreement Supplement” has the meaning set forth in the Security Agreement. “SPC” has the meaning set forth in Section 10.07(i). “Sponsor” means FRC Founders Corporation and each of its Affiliates but excluding, however, any operating portfolio companies of any of the foregoing. “Sponsor Fund Affiliate” means (i) each Affiliate of the Funds that is neither a portfolio company nor a company controlled by a portfolio company and (ii) each general partner of the Sponsor Funds or any Sponsor Fund Affiliate who is a partner or employee of FRC Founders Corporation. “Sponsor Funds” means FRC Founders Corporation and certain of its Affiliates. “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which (i) a majority of the shares, securities or other interests having ordinary voting power for the election of directors or other governing body (other than shares, securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, (ii) more than half of the issued share capital is at the time beneficially owned or (iii) the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. “Subsidiary Guarantor” means any Guarantor other than Parent. “Supplemental Agent” has the meaning set forth in Section 9.13(a) and “Supplemental Agents” shall have the corresponding meaning. “Swap Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. “Swap Termination Value” means, in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such 27

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 97 of 211

Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the markto-market value(s) for such Swap Agreements, as determined based upon one or more midmarket or other readily available quotations provided by any recognized dealer in such Swap Agreements (which may include a Lender or any Affiliate of a Lender). “Taxes” has the meaning set forth in Section 3.01(a). “Test Date” means [_______], 2017.2 “Testing Period” means a cumulative period of four consecutive Calendar Weeks. “Threshold Amount” means $2,000,000. “Transaction Expenses” means any fees, costs or expenses incurred or payable by Parent, the Borrower or any of its (or their) Subsidiaries in connection with the Transactions, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby. “Transactions” means, collectively, (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans and the use of the proceeds thereof, (b) the Chapter 11 Cases and (c) the payment of the Transaction Expenses. “Transferred Guarantor” has the meaning set forth in Section 11.10. “Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan. “Unaudited Financial Statements” means the unaudited consolidated balance sheets and related statements of income and cash flows of Parent and the Borrower, for each fiscal quarter ended after the most recent fiscal year covered by the Audited Financial Statements and at least forty-five (45) days before the Closing Date. “Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral. “United States” and “U.S.” mean the United States of America. “United States Tax Compliance Certificate” means a certificate substantially in the form of Exhibits J-1, J-2, J-3 and J-4 hereto, as applicable. “Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i). 2

To be the Wednesday following the first four week period following the Effective Date.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 98 of 211

“Unused Commitment Payment” has the meaning specified in Section 2.09(b). “U.S. Trustee” shall mean the office of the United States Trustee for the Southern District of New York. “USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 10756, as amended or modified from time to time. “Variance Period” means, with respect to any Report Date, the period commencing on the first day of the first full Calendar Week after the Petition Date and ending on the Report Date. “Variance Report” means a variance report for any Variance Period due three Business Days after the Report Date comparing actual Cash Receipts, Cash Disbursements and Net Cash Flows of the Loan Parties with corresponding amounts provided for in the Budget on a line-byline basis for the current Variance Period and the cumulative Variance Period from the Petition Date, including written descriptions in reasonable detail explaining any material positive or negative variances, and shall otherwise be in form and substance reasonably acceptable to the Administrative Agent and the Lenders. “wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person. SECTION 1.02.

Other Interpretive Provisions.

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. (b) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. (c) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears. (d)

The term “including” is by way of example and not limitation.

(e) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 99 of 211

(f) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (g) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. SECTION 1.03.

Accounting Terms.

All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. SECTION 1.04.

Rounding.

Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). SECTION 1.05.

References to Agreements, Laws, Etc.

Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by the Loan Documents; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law. SECTION 1.06.

Times of Day.

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). SECTION 1.07.

Timing of Payment or Performance.

When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 100 of 211

SECTION 1.08.

Letters of Credit.

Upon the effectiveness of the Loan Parties’ exit credit arrangements contemplated by the Restructuring Support Agreement, any Letter of Credit deemed to be issued under such exit credit arrangements shall be deemed no longer to be outstanding hereunder. SECTION 1.09.

Currencies Generally.

For purposes of any determination under any provision of this Agreement denominated in or expressly stated in a currency other than Dollars, the Dollar equivalent amount of a subject transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such subject transaction; provided that, notwithstanding the foregoing, except as otherwise expressly set forth herein, all references herein and in the other Loan Documents to the amount of a Letter of Credit shall mean the Dollar Equivalent of such amount. “Dollar Equivalent” shall mean, at any time, with respect to any amount denominated in any currency other than Dollars, the equivalent amount thereof in Dollars, as determined by the Administrative Agent at the rate at which such currency may be exchanged into Dollars, as set forth at approximately 12:00 noon (New York time) on such day on the Reuters Fedspot page for such currency; provided that in the event that such rate does not appear on any Reuters page, the Dollar Equivalent shall be determined by the Administrative Agent to be the rate quoted by it at the spot rate purchased by it of Dollars through its principal foreign exchange trading office at approximately 12:00 noon on the date as of which the foreign exchange computation is made; provided further that if the Administrative Agent does not have, as of the relevant date of determination, a spot buying rate for any such currency, the Administrative Agent may obtain such spot rate from another financial institution reasonably designated by the Administrative Agent. ARTICLE II The Commitments and Credit Extensions SECTION 2.01.

The Loans.

Subject to the terms and conditions set forth herein, (a) On and as of the Closing Date and subject to the conditions set forth in Section 4.01, each Lender agrees to make Loans to the Borrower denominated in dollars in a principal amount not exceeding the portion of its Commitment set forth on Schedule 1.01A to be available as of the Closing Date, up to an aggregate principal amount for all Lenders of $25,000,000 on such date; (b) On and as of the Final Order Entry Date and subject to the conditions set forth in Section 4.02, each Lender agrees to make Loans to the Borrower denominated in dollars in a single drawing for all Lenders and in a principal amount not exceeding the portion of its Commitment set forth on Schedule 1.01A to be available as of the Final Order Entry Date, up to 31

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 101 of 211

a cumulative aggregate principal amount for all Lenders of $70,000,000, inclusive of any amounts disbursed under clause (a), on such date; and (c) On and as of the Plan Effective Date, unless a Default or Event of Default has occurred and is continuing and subject in each case to the satisfaction of the conditions precedent set forth in the Exit Facility Credit Agreement and in accordance with and subject to the Chapter 11 Plan, the aggregate principal amount of Loans outstanding hereunder and unused Commitments hereunder shall automatically be converted into an equal amount of first lien term loans and commitments under the Exit Term Facility. Notwithstanding anything to the contrary in this Section 2.01, each Lender’s Commitment shall be permanently reduced and terminated (a) to the extent of the amount funded, immediately and without further action, on the Closing Date or the Final Order Entry Date, as applicable, after giving effect to the funding of such Lender’s Commitment on such date, and (b) in full on the Maturity Date SECTION 2.02.

Borrowings, Conversions and Continuations of Loans.

(a) Each Borrowing and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 noon New York City time (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans, and (ii) one (1) Business Day before the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a minimum principal amount of $750,000, or a whole multiple of $250,000, in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, and (iv) the Type of Loans to be borrowed. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share or other applicable share provided for under this Agreement of the Loans, and if no timely notice of a conversion or

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 102 of 211

continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agentâ&#x20AC;&#x2122;s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. The Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurocurrency Rate Loans. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Prime Rate used in determining the Base Rate promptly following the announcement of such change. (e) After giving effect to all Borrowings, there shall not be more than two (2) Interest Periods in effect at any one time. (f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. SECTION 2.03. (a)

Existing Letters of Credit.

The Existing Letters of Credit.

(i) Notwithstanding anything herein to the contrary, it is hereby acknowledged and agreed that each of the Existing Letters of Credit shall be deemed issued under this Agreement on the Closing Date without any further action by the Borrower or the Existing L/C Issuer. (ii) By executing and delivering a counterpart to this Agreement, each L/C Participant hereby reaffirms its agreement to participate in such Existing Letters of Credit pursuant to the First Lien Credit Agreement. (iii) The Existing L/C Issuer shall act on behalf of the L/C Participants with respect to any Existing Letters of Credit issued by it and the documents 33

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 103 of 211

associated therewith, and the Existing L/C Issuer shall have all of the benefits and immunities (A) provided in the First Lien Credit Agreement with respect to any acts taken or omissions suffered by the Existing L/C Issuer in connection with Existing Letters of Credit issued by it and any letter of credit application (and any other document, agreement or instrument entered into by the Existing L/C Issuer and the Borrower or in favor of the Existing L/C Issuer) pertaining to such Existing Letters of Credit, and (B) as additionally provided herein with respect to the Existing L/C Issuer. (b) L/C Credit Extensions with respect to Existing Letters of Credit. No Existing Letters of Credit shall be amended, renewed or extended. (c) Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Existing Letter of Credit of any notice of a drawing under such Existing Letter of Credit, the Existing L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 12:00 noon New York City time on the next Business Day immediately following any payment by the Existing L/C Issuer under an Existing Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Existing L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. If the Borrower fails to so reimburse the Existing L/C Issuer by such time, the Administrative Agent shall promptly notify each L/C Participant of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such LC Participant’s Pro Rata Share or other applicable share provided for under this Agreement (the “Applicable Share”). With respect to any such Unreimbursed Amount, the Borrower shall be deemed to have incurred an L/C Borrowing from the Existing L/C Issuer, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest (which shall begin to accrue upon funding by the Existing L/C Issuer) at the “Default Rate” (as defined in the First Lien Credit Agreement). In such event, each L/C Participant shall make funds available to the Administrative Agent for the account of the Existing L/C Issuer in Dollars at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share or other applicable share provided under this Agreement of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon each L/C Participant that so makes funds available shall be deemed to have made payment of its participation on such L/C Borrowing and shall constitute a L/C Advance from such L/C Participant in satisfaction of its participation obligation under this Section 2.03. Any notice given by the Existing L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Until each L/C Participant funds its L/C Advance pursuant to Section 2.03(c) to reimburse the Existing L/C Issuer for any amount drawn under any Existing Letter of Credit, interest in respect of such L/C Participant’s share of such amount shall be solely for the account of the Existing L/C Issuer. (iii) Each L/C Participant’s obligation to make L/C Advances to reimburse the Existing L/C Issuer for amounts drawn under Existing Letters of Credit, as contemplated

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 104 of 211

by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such L/C Participant may have against the Existing L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the Existing L/C Issuer for the amount of any payment made by the Existing L/C Issuer under any Existing Letter of Credit, together with interest as provided herein. (iv) If any L/C Participant fails to make to the Administrative Agent for the account of the Existing L/C Issuer any amount required to be paid by such L/C Participant pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(i), the Existing L/C Issuer shall be entitled to recover from such L/C Participant (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Existing L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the Existing L/C Issuer submitted to any L/C Participant (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(iv) shall be conclusive absent manifest error. (d) Repayment of Participations. (i) If, at any time after the Existing L/C Issuer has made a payment under any Existing Letter of Credit and has received from any L/C Participant such L/C Participantâ&#x20AC;&#x2122;s L/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of the Existing L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise), the Administrative Agent will distribute to such L/C Participant its Pro Rata Share or other applicable share provided for under this Agreement thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such L/C Participantâ&#x20AC;&#x2122;s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent. (ii) If any payment received by the Administrative Agent for the account of the Existing L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Existing L/C Issuer in its discretion), each L/C Participant shall pay to the Administrative Agent for the account of the Existing L/C Issuer its Pro Rata Share or other applicable share provided for under this Agreement thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such L/C Participant, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. (e) Obligations Absolute. The obligation of the Borrower to reimburse the Existing L/C Issuer for each drawing under each Existing Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 105 of 211

strictly in accordance with the terms of this Agreement under all circumstances, including the following: (i) any lack of validity or enforceability of such Existing Letter of Credit, this Agreement, or any other agreement or instrument relating thereto; (ii) the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Existing Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting) or the Existing L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Existing Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; (iii) any draft, demand, certificate or other document presented under such Existing Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Existing Letter of Credit; (iv) any payment by the Existing L/C Issuer under such Existing Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Existing Letter of Credit; or any payment made by the Existing L/C Issuer under such Existing Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Existing Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (v) any exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Existing Letter of Credit; or (vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party; provided that the foregoing clauses (i) through (iv) shall not excuse the Existing L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by the Existing L/C Issuerâ&#x20AC;&#x2122;s gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction when determining whether drafts and other documents presented under an Existing Letter of Credit comply with the terms thereof. (f) Role of Existing L/C Issuer. Each L/C Participant, by accepting the benefit hereof, and the Borrower agree that, in paying any drawing under an Existing Letter of 36

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 106 of 211

Credit, the Existing L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Existing Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Existing L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the Existing L/C Issuer shall be liable to any L/C Participant for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable, or a majority in interest of the L/C Participants; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Existing Letter of Credit or letter of credit application under the First Lien Credit Agreement. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Existing Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Existing L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Existing L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the Existing L/C Issuer and such Existing L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the Existing L/C Issuer’s willful misconduct or gross negligence or the Existing L/C Issuer’s willful or grossly negligent failure to pay under any Existing Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of an Existing Letter of Credit, in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, the Existing L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Existing L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign an Existing Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. (g)

[Reserved].

(h) Letter of Credit Fees. The Borrower shall pay letter of credit fees for the Existing Letters of Credit in accordance with the First Lien Credit Agreement including fronting fees and other amounts with respect to each Existing Letter of Credit specified in Section 2.03(i) of the First Lien Credit Agreement. (i)

[Reserved].

(j) No Limitation. All obligations of the Revolving Credit Lenders (as defined in the First Lien Credit Agreement) with respect to the Existing Letters of Credit, as set forth in the First Lien Credit Agreement, shall be deemed to be obligations of such Revolving

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 107 of 211

Credit Lenders as L/C Participants as if such Revolving Credit Lenders were parties hereto in such capacity and, to the extent such obligations are not satisfied by such Revolving Credit Lender as an L/C Participant hereunder, shall remain outstanding and enforceable during the Chapter 11 Cases and shall not be released by virtue of the Existing Letters of Credit being deemed to have been issued hereunder. (k) Letter of Credit Amounts. Unless otherwise specified herein, the amount of an Existing Letter of Credit at any time shall be deemed to be the stated amount of such Existing Letter of Credit in effect at such time; provided, however, that with respect to any Existing Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Existing Letter of Credit shall be deemed to be the maximum stated amount of such Existing Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. (l) Reporting. The Existing L/C Issuer will report in writing to the Administrative Agent (i) on the first Business Day of each calendar month, the aggregate face amount of Existing Letters of Credit issued by it and outstanding as of the last Business Day of the preceding calendar month (and on such other dates as the Administrative Agent may request), (ii) on each Business Day on which the Existing L/C Issuer makes any L/C Disbursement, the date and amount of such L/C Disbursement and (iii) on any Business Day on which the Borrower fails to reimburse an L/C Disbursement required to be reimbursed to the Existing L/C Issuer, as applicable, on such day, the date and amount of such failure. SECTION 2.04. (a)

DIP Letters of Credit.

The DIP Letters of Credit.

(i) Subject to the terms and conditions set forth herein, the Additional L/C Issuer agrees from time to time on any Business Day during the period from the Closing Date until fifteen (15) days prior to the Maturity Date (or such later date as the Additional L/C Issuer may agree) to issue DIP Letters of Credit at sight denominated in Dollars for the account of the Borrower and to amend DIP Letters of Credit previously issued by it, in accordance with Section 2.03(b); provided that the Additional L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any DIP Letter of Credit if as of the date of such L/C Credit Extension, the Outstanding Amount of the DIP L/C Obligations would exceed $2,500,000. (ii) The Additional L/C Issuer shall be under no obligation to issue any DIP Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Additional L/C Issuer from issuing such DIP Letter of Credit, or any Law applicable to the Additional L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Additional L/C Issuer shall

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 108 of 211

prohibit, or direct that the Additional L/C Issuer refrain from, the issuance of letters of credit generally or such DIP Letter of Credit in particular or shall impose upon the Additional L/C Issuer with respect to such DIP Letter of Credit any restriction, reserve or capital requirement (for which the Additional L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Additional L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which the Additional L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.04(b)(ii), the expiry date of such requested DIP Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Additional L/C Issuer thereof has approved of such expiration date; (C) the issuance of such DIP Letter of Credit would violate any Laws binding upon the Additional L/C Issuer; (D)

such DIP Letter of Credit is in an initial amount less than $50,000;

(E) the Borrower has not deposited in the Cash Collateral Account an amount equal to 105% of the aggregate undrawn amount of such Letter of Credit in accordance with subsection (c) below; or (F) the issuance of such DIP Letters of Credit would violate any policies of the Additional L/C Issuers applicable to letters of credit generally. (iii) The Additional L/C Issuer shall be under no obligation to amend any DIP Letter of Credit if (A) the Additional L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such DIP Letter of Credit does not accept the proposed amendment to such DIP Letter of Credit. (b) Procedures for Issuance and Amendment of DIP Letters of Credit. (i) Each DIP Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Additional L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the Additional L/C Issuer and the Administrative Agent not later than 12:00 noon New York City time at least two (2) Business Days prior to the proposed issuance date or date of amendment; or, in each case, such later date and time as the Additional L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a DIP Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Additional L/C Issuer: (a) the proposed issuance date of the requested DIP Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (g) such other matters as the Additional L/C

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 109 of 211

Issuer may reasonably request. In the case of a request for an amendment of any outstanding DIP Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Additional L/C Issuer (1) the DIP Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the Additional L/C Issuer may reasonably request. (ii) Promptly after receipt of any Letter of Credit Application, the Additional L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Additional L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the Additional L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the Additional L/C Issuer shall, on the requested date, issue a DIP Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be. (iii) If the Borrower so requests in any applicable Letter of Credit Application, the Additional L/C Issuer shall agree to issue a DIP Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Additional L/C Issuer to prevent any such extension at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than fifteen (15) days (the “Non-Extension Notice Date”) prior to the end of such twelve month period. Unless otherwise directed by the Additional L/C Issuer, the Borrower shall not be required to make a specific request to the Additional L/C Issuer for any such extension; provided that the Additional L/C Issuer shall not permit any such extension if (A) the Additional L/C Issuer has determined that it would have no obligation at such time to issue such DIP Letter of Credit in its extended form under the terms hereof (by reason of the provisions of Section 2.03(a)(iii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date from the Administrative Agent or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied. (iv) Promptly after issuance of any Letter of Credit or any amendment to a Letter of Credit, the Additional L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. (c) DIP Cash Collateral Account; Collateral and Withdrawals. (i) On or prior to the Business Day on which the Borrower delivers a Letter of Credit Application to the Additional L/C Issuer with respect to a DIP Letter of Credit, the Borrower shall establish the DIP Cash Collateral Account (if it does not already exist) and cause to be deposited therein an amount of Cash Collateral at least equal to 105% of the maximum face amount of such DIP Letter of Credit, and the Borrower shall at all times maintain in the DIP Cash Collateral Account an amount of Cash Collateral at least equal to 105% of the aggregate Outstanding Amount of all DIP Letters of Credit plus 105% of the face amount of all DIP Letters of Credit requested under

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 110 of 211

Letter of Credit Applications that have been delivered hereunder and in respect of which DIP Letters of Credit have not yet been issued. (ii) Upon receipt from the beneficiary of any DIP Letter of Credit of any notice of a drawing under such Letter of Credit, the Additional L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. The Borrower shall immediately become obligated to reimburse the Additional L/C Issuer for the amount of such drawing. The Additional L/C Issuer shall, upon a drawing on any DIP Letter of Credit, withdraw from the DIP Cash Collateral Account Cash Collateral an amount equal to the amount of such drawing and apply such amount to the reimbursement obligation of the Borrower pursuant to the preceding sentence. To the extent that the Additional L/C Issuer is unable for any reason so to withdraw such amounts or so to apply such amounts to such reimbursement obligation, the Borrower shall be obligated to pay interest to the Additional L/C Issuer on the amount thereof at the Applicable Rate for Base Rate Loans from the date of such drawing to the date on which the reimbursement obligation of the Borrower shall be satisfied. Such reimbursement obligation shall rank pari passu with the Loans, and interest payable on such reimbursement obligation under this clause (ii) shall rank pari passu with interest on the Loans. (d)

[Reserved].

(e) Obligations Absolute. The obligation of the Borrower to reimburse the Additional L/C Issuer for each drawing under each DIP Letter of Credit issued by it shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (i) any lack of validity or enforceability of such DIP Letter of Credit, this Agreement, or any other agreement or instrument relating thereto; (ii) the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such DIP Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Additional L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such DIP Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; (iii) any draft, demand, certificate or other document presented under such DIP Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such DIP Letter of Credit; (iv) any payment by the Additional L/C Issuer under such DIP Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such DIP Letter of Credit; or any payment made by the Additional L/C Issuer under such DIP Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-inpossession, assignee for the benefit of creditors, liquidator, receiver or other

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 111 of 211

representative of or successor to any beneficiary or any transferee of such DIP Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (v) any exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such DIP Letter of Credit; or (vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party; provided that the foregoing clauses (i) through (iv) shall not excuse the Additional L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such Additional L/C Issuer’s gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction when determining whether drafts and other documents presented under a DIP Letter of Credit comply with the terms thereof. (f) Role of the Additional L/C Issuer. Each party hereto, including the Borrower, agrees that, in paying any drawing under a DIP Letter of Credit, the Additional L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the DIP Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Additional L/C Issuer, any AgentRelated Person nor any of the respective correspondents, participants or assignees of the Additional L/C Issuer shall be liable to any party hereto for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any DIP Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any DIP Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Additional L/C Issuer, any AgentRelated Person, nor any of the correspondents, participants or assignees of the Additional L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.04(e); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the Additional L/C Issuer and the Additional L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the Additional L/C Issuer’s willful misconduct or gross negligence or such Additional L/C Issuer’s willful or grossly negligent failure to pay under any DIP Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 112 of 211

terms and conditions of a DIP Letter of Credit, in each case as determined in a final and nonappealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, the Additional L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Additional L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a DIP Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. (g)

[Reserved].

(h) Letter of Credit Fees. The Borrower shall pay directly to the Additional L/C Issuer a DIP Letter of Credit fee for each DIP Letter of Credit outstanding pursuant to this Agreement equal to the applicable Applicable Rate multiplied by the daily maximum amount then available to be drawn under such DIP Letter of Credit (whether or not such maximum amount is then in effect under such DIP Letter of Credit if such maximum amount increases periodically pursuant to the terms of such DIP Letter of Credit). Such DIP Letter of Credit fees shall be computed on a monthly basis in arrears. Such DIP Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each month, commencing with the first such date to occur after the issuance of such DIP Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. (i) Fronting Fee and Documentary and Processing Charges Payable to the Additional L/C Issuer. The Borrower shall pay directly to the Additional L/C Issuer for its own account a fronting fee with respect to each DIP Letter of Credit issued by it equal to 0.125% per annum of the daily maximum amount then available to be drawn under such DIP Letter of Credit (whether or not such maximum amount is then in effect under such DIP Letter of Credit if such maximum amount increases periodically pursuant to the terms of such DIP Letter of Credit). Such fronting fees shall be computed on a monthly basis in arrears. Such fronting fees shall be due and payable on the first Business Day after the end of each month, commencing with the first such date to occur after the issuance of such DIP Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall pay directly to the Additional L/C Issuer for its own account with respect to each DIP Letter of Credit issued by it the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Additional L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand and are nonrefundable. (j)

[Reserved].

(k)

[Reserved].

(l) Letter of Credit Amounts. Unless otherwise specified herein, the amount of a DIP Letter of Credit at any time shall be deemed to be the stated amount of such DIP Letter of Credit in effect at such time; provided, however, that with respect to any DIP Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such DIP Letter of Credit shall

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 113 of 211

be deemed to be the maximum stated amount of such DIP Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. (m) Reporting. The Additional L/C Issuer will report in writing to the Administrative Agent (i) on the first Business Day of each calendar month, the aggregate face amount of DIP Letters of Credit issued by it and outstanding as of the last Business Day of the preceding calendar month (and on such other dates as the Administrative Agent may request), (ii) on or prior to each Business Day on which the Additional L/C Issuer expects to issue, amend, renew or extend any DIP Letter of Credit, the date of such issuance or amendment, and the aggregate face amount of DIP Letters of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and the Additional L/C Issuer shall advise the Administrative Agent on such Business Day whether such issuance, amendment, renewal or extension occurred and whether the amount thereof changed), (iii) on each Business Day on which the Additional L/C Issuer makes any L/C Disbursement, the date and amount of such L/C Disbursement and (iv) on any Business Day on which the Borrower fails to reimburse an L/C Disbursement required to be reimbursed to the Additional L/C Issuer on such day, the date and amount of such failure. SECTION 2.05.

Prepayments.

(a) Optional. The Borrower may, upon written notice to the Administrative Agent (which notice shall be irrevocable other than as specified in the last sentence of this subsection (a)), at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 noon New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a minimum principal amount of $750,000, or a whole multiple of $250,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans and the order of Borrowing(s) to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lenderâ&#x20AC;&#x2122;s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), such payment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. Notwithstanding anything to the contrary contained in this Agreement, subject to the payment of any amounts owing pursuant to Section 3.05, the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing in full of the Obligations, which refinancing shall not be consummated or shall otherwise be delayed.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 114 of 211

(b) Mandatory. (i) In the event and on each occasion that any Net Proceeds are received by or on behalf of Parent, the Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower shall, within two (2) Business Days after such Net Proceeds are received (or, in the case of a Prepayment Event described in clause (c) of the definition of the term “Prepayment Event,” on the date of such Prepayment Event), prepay Borrowings in an aggregate amount equal to 100% of the amount of such Net Proceeds. Notwithstanding the foregoing, (i) any Net Proceeds in respect of a Prepayment Event described in clause (a) of the definition of the term “Prepayment Event” shall not be required to be so applied to the extent that in the case of aggregate Net Proceeds less than $100,000, the Borrower invests such Net Proceeds in new or existing properties or assets used in the Loan Parties’ business and constituting Collateral hereunder, in accordance with the Budget, within 90 days after such Net Proceeds are received (but in no event later than the Maturity Date); and (ii) any Net Proceeds in respect of a Prepayment Event described in clause (b) of the definition of the term “Prepayment Event” in an aggregate amount not to exceed $100,000 shall not be required to be so applied to the extent that the Borrower invests such Net Proceeds to repair or replace the assets for which such proceeds were received, to the extent constituting Collateral hereunder, in accordance with the Budget, within 90 days after such Net Proceeds are received (but in no event later than the Maturity Date). (ii) Notice. The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of such Lender’s Pro Rata Share of the prepayment. (iii) Losses, Etc. All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b), prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b). (iv) In connection with any mandatory prepayments by the Borrower of the Loans pursuant to this Section 2.05(b), such prepayments shall be applied on a pro rata

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 115 of 211

basis to the then outstanding Loans being prepaid irrespective of whether such outstanding Loans are Base Rate Loans or Eurocurrency Rate Loans. SECTION 2.06.

Termination or Reduction of Commitments.

The Commitments shall terminate on the Maturity Date and shall be reduced in the manner specified in Section 2.01. SECTION 2.07.

Repayment of Loans.

Subject to exchange pursuant to Section 2.01(c), the Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan of such Lender on or before the Maturity Date. SECTION 2.08.

Interest.

(a) Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate, and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate. (b) During the continuance of a Default, the Borrower shall pay interest on the outstanding principal amount of Loans hereunder (plus any past due amounts not constituting principal) at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws; provided that no interest at the Default Rate shall accrue or be payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued and unpaid interest on such amounts (including interest on past due interest) shall be due and payable in cash upon demand. (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. SECTION 2.09.

Additional Payments.

In addition to certain fees described in Sections 2.03(h) and (i): (a) Commitment Payments. On the Effective Date, the Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Pro Rata Share, a commitment payment equal to 2.25% of the total amount of the Commitments made available for borrowing under the Interim Order. On the Final Order Entry Date, the Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, a commitment payment (together with the previous commitment payment in this Section 2.09(a),

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 116 of 211

the “Commitment Payments”) equal to 2.25% of the total amount of the Commitments (less any such payment made pursuant to this Section 2.09(a) on the Interim Order Entry Date). (b) Unused Commitment Payment. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, an unused commitment payment (the “Unused Commitment Payment”) equal to 1.75% per annum on the actual daily amount by which the Commitments exceed the sum of the Outstanding Amount of the Loans. The Unused Commitment Payment shall accrue at all times from the Closing Date until the Maturity Date, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable monthly in cash in arrears on the last Business Day of each month, commencing with the first full month to occur after the Closing Date, and on the Maturity Date for the DIP Credit Facility. The Unused Commitment Payment shall be calculated monthly in arrears. (c) Other Payments. The Borrower shall pay to the Administrative Agent and such payments and fees as shall have been separately agreed (including pursuant to the Fee Letter) in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent). SECTION 2.10.

Computation of Interest, Fees, and Other Payments.

All computations of interest for Base Rate Loans when the Base Rate is determined by the Prime Rate shall be made on the basis of a year of three hundred and sixty-five (365) days, or three hundred and sixty-six (366) days, as applicable, and actual days elapsed. All other computations of fees, interest, and other payments shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee or other payment hereunder shall be conclusive and binding for all purposes, absent manifest error. SECTION 2.11.

Evidence of Indebtedness.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as a non-fiduciary agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records (including the Register) of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 117 of 211

manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender and its registered assigns, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. (b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. (c) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b) and Section 10.07(d), and by each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents. SECTION 2.12.

Payments Generally.

(a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders, Existing L/C Issuer or L/C Participants to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon New York City time on the date specified herein. The Administrative Agent will promptly distribute to each Lender, L/C Participant or the Existing L/C Issuer its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent after 12:00 noon New York City time shall in each case be deemed received on the next succeeding Business Day, in the Administrative Agent’s sole discretion, and any applicable interest or fee shall continue to accrue. (b) Except as otherwise provided herein, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 118 of 211

(c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. Notwithstanding anything to the contrary in this Section 2.12(c), the Administrative Agent shall have no obligation to make available any payments or corresponding amounts to any Persons prior to the Administrative Agent’s receipt of such payments from any Borrower or Lender, as applicable. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error. (d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 119 of 211

(e) The obligations of the Lenders hereunder to make Loans are several and not joint. The failure of any Lender to make any Loan on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation. (f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. (g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent, the Lenders, the Existing L/C Issuer and the L/C Participants under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent, the Lenders, the Existing L/C Issuer and the L/C Participants in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may (to the fullest extent permitted by mandatory provisions of applicable Law), but shall not be obligated to, elect to distribute such funds to each of the Lenders, the Existing L/C Issuer and the L/C Participants in accordance with such Personâ&#x20AC;&#x2122;s pro rata share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender. SECTION 2.13.

Sharing of Payments.

If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lenderâ&#x20AC;&#x2122;s ratable share (according to the proportion of (i) the amount of such paying Lenderâ&#x20AC;&#x2122;s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. For avoidance of doubt, the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting Lender) or (B) any payment obtained by a Lender as consideration for

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 120 of 211

the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted hereunder. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. SECTION 2.14.

[Reserved].

SECTION 2.15.

[Reserved].

SECTION 2.16.

[Reserved].

SECTION 2.17.

Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) Waivers and Amendments. That Defaulting Lenderâ&#x20AC;&#x2122;s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default has occurred and is continuing), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender or L/C Issuer against that Defaulting Lender as a result of that Defaulting Lenderâ&#x20AC;&#x2122;s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default has occurred and is continuing, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 121 of 211

Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction. (iii) Certain Fees. That Defaulting Lender shall not be entitled to receive any Unused Commitment Payment pursuant to Section 2.09(b) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). (b) Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders in accordance with their Pro Rata Share, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Notwithstanding anything herein (including this Section 2.17), any L/C Participant that becomes a “Defaulting Lender” (as defined in the First Lien Credit Agreement) will have its rights, including its rights to receive payment in respect of the Existing Letters of Credit, limited pursuant to the First Lien Credit Agreement. SECTION 2.18.

Super Priority Nature of Obligations and Liens.

The priority of the Obligations and the Liens of the Administrative Agent and the Lenders on the Collateral owned by the Loan Parties shall be set forth in the Interim Order and the Final Order; such Obligations shall at all times constitute super-priority administrative expense claims, pursuant to section 364(c)(1) of the Bankruptcy Code, having priority over all administrative expenses of the kind specified in, or ordered pursuant to, sections 105, 326, 330, 331, 503(b), 506(c), 507(a), 507(b) or 726 or any other provisions of the Bankruptcy Code, subject only to the Carve-Out. Notwithstanding anything in the Loan Documents to the contrary, the Liens held by the Administrative Agent on the Collateral shall be for the benefit of the Administrative Agent and the Lenders. SECTION 2.19.

Payment of Obligations.

Upon the maturity (whether by acceleration or otherwise) of any of the Obligations under this Agreement or any of the other Loan Documents, the Administrative Agent and the Lenders shall be entitled to immediate payment of such Obligations without further application to or order of the Bankruptcy Court.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 122 of 211

SECTION 2.20.

No Discharge; Survival of Claims.

Each of Parent and Borrower, on behalf of itself and its Subsidiaries, agrees that (a) the Obligations hereunder shall not be discharged by the entry of an order confirming a chapter 11 plan in any Chapter 11 Case (and Borrower, on behalf of itself and its Subsidiaries, pursuant to Section 1141(d)(4) of the Bankruptcy Code, hereby waives any such discharge) and (b) the superpriority administrative claim granted to the Administrative Agent and the Lenders pursuant to the Interim Order and Final Order and described therein and the Liens granted to the Administrative Agent pursuant to the Interim Order and Final Order and described therein shall not be affected in any manner by the entry of an order confirming a chapter 11 plan in any Chapter 11 Case. SECTION 2.21.

Release.

Each of Parent and Borrower, on behalf of itself and its Subsidiaries, hereby agrees to and acknowledges all releases granted in the Interim Order and the Final Order. SECTION 2.22. of Cash Collateral.

Waiver of any Priming Rights and Non-Consensual Use

Upon the Effective Date, and for so long as any Obligations shall be outstanding, each of Parent and Borrower, on behalf of itself, its Subsidiaries and its estate, hereby irrevocably waives (i) any right, pursuant to Sections 364(c) or 364(d) of the Bankruptcy Code or otherwise, to grant any Lien of equal or greater priority than the Liens securing the Obligations, or to approve a claim of equal or greater priority than the Obligations, except as permitted under the Interim Order and Final Order, and (ii) any right, pursuant to Section 363 of the Bankruptcy Code or otherwise, to use Collateral proceeds or any other cash collateral (as defined in the Bankruptcy Code) in any manner not permitted by the Loan Documents or otherwise without the consent of the Administrative Agent and the Required Lenders. ARTICLE III Taxes, Increased Costs Protection and Illegality SECTION 3.01.

Taxes.

(a) Except as provided in this Section 3.01, any and all payments made by or on account of the Borrower (the term Borrower under Article III being deemed to include any Subsidiary for whose account a Letter of Credit is issued) or any Guarantor under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, assessments, deductions, fees or withholdings (including backup withholding) or similar charges imposed by any Governmental Authority including interest, penalties and additions to tax (collectively â&#x20AC;&#x153;Taxesâ&#x20AC;?), except as required by applicable Law. If the Borrower, any Guarantor or other applicable withholding agent shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (A) to the extent the Tax in question is an Indemnified Tax, the sum payable by the Borrower or Guarantor shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would 53

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 123 of 211

have received had no such deductions been made, (B) the applicable withholding agent shall make such deductions, (C) the applicable withholding agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Laws, and (D) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), if the Borrower or any Guarantor is the applicable withholding agent, shall furnish to such Agent or Lender (as the case may be) the original or a copy of a receipt evidencing payment thereof or other evidence reasonably acceptable to such Agent or Lender. (b) In addition, the Loan Parties shall pay any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording Taxes, or Taxes of a similar character, which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (including additions to tax, penalties and interest related thereto) excluding, in each case, such amounts that result from an Agent or Lender’s Assignment and Assumption, grant of a participation, transfer or assignment to or designation of a new applicable Lending Office or other office for receiving payments under any Loan Document (collectively, “Assignment Taxes”) to the extent such Assignment Taxes result from a connection that the Agent or Lender has with the taxing jurisdiction other than the connection arising out of the Loan Documents or the transactions therein, except for such Assignment Taxes resulting from assignment or participation that is requested or required in writing by the Borrower (all such non-excluded Taxes described in this Section 3.01(b) being hereinafter referred to as “Other Taxes”). (c) The Loan Parties shall jointly and severally indemnify each Agent and each Lender, within ten (10) days after the demand therefor, for (i) the full amount of Indemnified Taxes and Other Taxes payable by such Agent or such Lender or required to be withheld or deducted from the payment to such Agent or such Lender and (ii) any reasonable expenses arising therefrom or with respect thereto, in each case whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared in good faith by such Agent or Lender (or by an Agent on behalf of such Lender) shall be conclusive absent manifest error. (d) Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by Law certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding Tax with respect to any payments to be made to such Lender under the Loan Documents. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete or inaccurate in any material respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so. Notwithstanding any other provision of this clause (d), a Lender shall not be required to deliver any form pursuant to this clause (d) that such Lender is not legally able to deliver. Without limiting the foregoing:

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 124 of 211

(i) Each Lender that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed copies of IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding. (ii) Each Lender that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement whichever of the following is applicable: (A) two properly completed and duly signed copies of IRS Form W8BEN or IRS Form W-8BEN-E (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code, (B) two properly completed and duly signed copies of IRS Form W8ECI (or any successor forms), (C) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (a) a United States Tax Compliance Certificate and (b) two properly completed and duly signed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor form), or (D) to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership or a participating Lender), IRS Form W-8IMY (or any successor forms) of the Lender, accompanied by a IRS Form W-8ECI, IRS W-8BEN, IRS Form W-8BEN-E, United States Tax Compliance Certificate, IRS Form W-9, IRS Form W-8IMY and/or any other required information from each beneficial owner, as applicable (provided that, if the Lender is a partnership, and one or more beneficial partners of such Lender are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Lender on behalf of such partner). (iii) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower or the Administrative Agent to comply with its obligations under FATCA, to determine whether such Lender has or has not complied with such Lenderâ&#x20AC;&#x2122;s obligations under FATCA and, as necessary, to determine the amount to deduct and

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 125 of 211

withhold from such payment. Solely for purposes of this Section 3.01(d)(iii), “FATCA” shall include any amendments made to FATCA after the Closing Date. (e) If any Lender requests compensation under this Section 3.01, then such Lender will, if requested in writing by the Borrower, use commercially reasonable efforts to designate another Lending Office for any Loan affected by such event; provided that, in the judgment of such Lender, (i) such efforts are made on terms that cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage (including any unreimbursed costs or expenses) and would not otherwise be disadvantageous to such Lender, and (ii) such designation of another Lending Office would eliminate or reduce the amounts payable under Section 3.01; and, provided, further, that nothing in this Section 3.01(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.01. The Borrower shall pay all costs and expenses incurred by any Lender in connection with any such designation or assignment. (f) If any Lender or Agent receives a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Borrower or any Guarantor pursuant to this Section 3.01, it shall promptly remit such refund to the Borrower or such Guarantor (but only to the extent of indemnification or additional amounts paid by the Borrower or such Guarantor under this Section 3.01 with respect to Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of the Lender or Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing authority with respect to such refund, net of any Taxes payable by any Agent or Lender on such interest); provided that the Borrower or such Guarantor, upon the request of the Lender or Agent, as the case may be, agrees promptly to return such refund (plus any penalties, interest or other charges imposed by the relevant taxing authority) to such party in the event such party is required to repay such refund to the relevant taxing authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the indemnified party be required to pay any amount to the indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party in a less favorable net after-Tax position than such indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to Taxes that it deems confidential) to the Borrower or any other person. (g) For the avoidance of doubt, the term “Lender” for purposes of this Section 3.01 shall include each L/C Issuer. SECTION 3.02.

Illegality.

If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 126 of 211

Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. SECTION 3.03.

Inability to Determine Rates.

If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the applicable Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar, or other applicable, market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of such Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request, if applicable, into a request for a Borrowing of Base Rate Loans in the amount specified therein. SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the Closing Date, or such Lenderâ&#x20AC;&#x2122;s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurocurrency Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes or Other Taxes covered by Section 3.01, or any Taxes excluded from the definition of Indemnified Taxes under exceptions (i) through (v) thereof or (ii) reserve requirements contemplated by Section 3.04(c)) and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining the Eurocurrency Rate Loan (or of maintaining its obligations to make any Loan), or to reduce the amount of any sum received or receivable by such Lender, then from time to time within fifteen (15) days after demand by such Lender setting

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 127 of 211

forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein to the contrary, for all purposes under this Agreement, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted or issued; provided, that to the extent any increased costs or reductions are incurred by any Lender as a result of any requests, rules, guidelines or directives promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act or pursuant to Basel III after the Closing Date, then such Lender shall be compensated pursuant to this Section 3.04 only if such Lender imposes such charges under other syndicated credit facilities involving similarly situated borrowers that such Lender is a lender under. (b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the Closing Date, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lenderâ&#x20AC;&#x2122;s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lenderâ&#x20AC;&#x2122;s desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each applicable Eurocurrency Rate Loan of the Borrower equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of any Eurocurrency Rate Loans of the Borrower, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least fifteen (15) daysâ&#x20AC;&#x2122; prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 128 of 211

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lenderâ&#x20AC;&#x2122;s right to demand such compensation. (e) If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another Lending Office for any Loan affected by such event; provided that, in the judgment of such Lender, (i) such efforts are made on terms that cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage (including any unreimbursed costs or expenses) and would not otherwise be disadvantageous to such Lender, and (ii) such designation of another Lending Office would eliminate or reduce the amounts payable under Section 3.04 and provided, further, that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a), (b), (c) or (d). The Borrower shall pay all costs and expenses incurred by any Lender in connection with any such designation or assignment. SECTION 3.05.

Funding Losses.

Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan of the Borrower on a day other than the last day of the Interest Period for such Loan; or (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Eurocurrency Rate Loan of the Borrower on the date or in the amount notified by the Borrower; including any loss or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded. SECTION 3.06.

Matters Applicable to All Requests for Compensation.

(a) Any Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 129 of 211

(b) With respect to any Lender’s claim for compensation under Section 3.02, 3.03 or 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another applicable Eurocurrency Rate Loan, or, if applicable, to convert Base Rate Loans into Eurocurrency Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (c) If the obligation of any Lender to make or continue any Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable Eurocurrency Rate Loans shall be automatically converted into Base Rate Loans (or, if such conversion is not possible, repaid) on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist: (i) to the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s applicable Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and (ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans shall be made or continued instead as Base Rate Loans (if possible), and all Base Rate Loans of such Lender that would otherwise be converted into Eurocurrency Rate Loans shall remain as Base Rate Loans. (d) If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of any of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made by other Lenders under the applicable Facility are outstanding, if applicable, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans under such Facility and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments for the applicable Facility.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 130 of 211

SECTION 3.07.

Replacement of Lenders under Certain Circumstances.

(a) If at any time any Lender becomes a Defaulting Lender, then the Borrower may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person. (b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s applicable Commitment and outstanding Loans, and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans, Commitments and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any Defaulting Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within five (5) Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Defaulting Lender, then such Defaulting Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Defaulting Lender. SECTION 3.08.

Survival.

All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder. ARTICLE IV Conditions Precedent to Credit Extensions SECTION 4.01.

Conditions to Initial Credit Extension.

The effectiveness of this Agreement and the obligation of each Lender to make a Credit Extension hereunder, in each case, on the Closing Date, is subject to satisfaction of the following conditions precedent, on or prior to the Closing Date: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 131 of 211

specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i)

a Committed Loan Notice in accordance with the requirements hereof;

(ii)

executed counterparts of this Agreement;

(iii) each Collateral Document set forth on Schedule 1.01C required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; and (B) evidence that all other actions, recordings and filings required by the Collateral Documents that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (iv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (v)

an opinion from Kirkland & Ellis LLP, counsel to the Loan Parties;

(vi) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Section 4.01(e), (f) and (n) of this Agreement; and (vii) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties. (b) The Administrative Agent and Lenders shall have received all fees and other amounts contemplated by the Loan Documents due and payable to the Administrative Agent or the Lenders on or prior to the Effective Date, including reimbursement or payment of all out-of-pocket fees and expenses (including all reasonable fees, charges and disbursements of counsel and any financial advisor) required to be reimbursed or paid by any Loan Party and all fees and expenses required to be paid hereunder or pursuant to the Fee Letter. In the case of expenses, such expenses shall have been invoiced at least one (1) Business Day prior to the Closing Date. All such amounts may, at the Borrowerâ&#x20AC;&#x2122;s option, be offset against the proceeds of the DIP Credit Facilities. 62

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 132 of 211

(c) The Administrative Agent and the Lenders shall have received (i) the Budget, (ii) a forecast for the period of eight (8) weeks following the Effective Date, (iii) duly executed copies of all engagement letters and/or work letters for each of its and the Loan Parties’ financial advisors and/or legal counsels and (iv) such additional information (financial or otherwise) reasonably requested by the Administrative Agent or the Lenders, and any item set forth in clauses (i) to (iv) of this Section 4.01(c) shall be in form and substance satisfactory to the Administrative Agent and the Lenders. (d) The Administrative Agent and the Lenders shall have received a fully executed copy of the Restructuring Support Agreement, in form and substance satisfactory to the Administrative Agent and the Lenders, and such Restructuring Support Agreement shall be in full force and effect. (e) No Default or Event of Default shall exist or would result from the extension of the Loans on the Effective Date. (f) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects after giving effect to such qualification) on the date of such Borrowing; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects (or in all respects, as the case may be) as of such earlier date. (g) The Chapter 11 Cases shall have been commenced in the Bankruptcy Court and all of the “first day orders” and all related pleadings to be entered at the time of commencement of the Chapter 11 Cases or shortly thereafter but in no event later than three (3) Business Days after the Petition Date shall have been reviewed in advance by the Administrative Agent and the Lenders and shall be reasonably satisfactory in form and substance to the Administrative Agent and the Lenders. (h) The Bankruptcy Court shall have entered, upon motion in form and substance satisfactory to the Administrative Agent, on such prior notice as may be reasonably satisfactory to the Administrative Agent, the Interim Order as to the Loans to be made on the Effective Date no later than five (5) Business Days after the date of commencement of the Chapter 11 Cases, approving and authorizing this Agreement and the other Loan Documents and the priorities and liens granted under Bankruptcy Code section 364(c) and (d), as applicable, in form and substance satisfactory to the Administrative Agent and its counsel. (i) Upon entry of the Interim Order, the Administrative Agent shall, for the benefit of the Secured Parties, have valid and perfected first priority liens on the Collateral to the extent set forth in the Interim Order, subject only to liens permitted by the Loan Documents, and all filing and recording fees and taxes with respect to such liens and security interests that are then due and payable shall have been duly paid. (j) The Interim Order shall not have been reversed, modified, amended, stayed or vacated, in the case of any modification or amendment, in a manner, or relating to a matter, without the consent of the Administrative Agent and the Lenders.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 133 of 211

(k)

The Loan Parties shall be in compliance in all respects with the Interim

Order. (l) No trustee or examiner shall have been appointed with respect to the Debtors or their respective properties. (m) A cash management order satisfactory to the Administrative Agent and the Lenders shall be in full force and effect, and cash management arrangements satisfactory to the Administrative Agent and the Lenders shall have been implemented. (n) No material adverse change in the business condition (financial or otherwise), operations, assets, revenues, profits or prospects of the Loan Parties (other than by virtue of the commencement of the Chapter 11 Cases) shall have occurred since the date of entry into the Restructuring Support Agreement. (o) All corporate and judicial proceedings and all instruments and agreements in connection with the Transactions among the Loan Parties and the Lenders contemplated by the Loan Documents shall be satisfactory in form and substance to the Administrative Agent and the Lenders, and the Lenders shall have received all information and copies of all documents or papers reasonably requested by any of them. (p) The Administrative Agent shall have received certificates of insurance naming the Administrative Agent as additional insured and lendersâ&#x20AC;&#x2122; loss payee with respect to insurance policies of the Loan Parties, in form and substance satisfactory to the Administrative Agent3. (q) The Administrative Agent shall have received the Audited Financial Statements and the Unaudited Financial Statements. (r) The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date (or such later date as the Administrative Agent shall reasonably agree) all documentation and other information about the Loan Parties required under applicable â&#x20AC;&#x153;know your customerâ&#x20AC;? and anti-money laundering rules and regulations, including the USA Patriot Act, that has been requested by the Administrative Agent. Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

NTD: Insurance endorsements to be included on the post-closing schedule.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 134 of 211

SECTION 4.02.

Conditions to All Credit Extensions after the Closing

Date. (a) The obligations of the Lenders hereunder to make the Loans set forth on Schedule 1.01A as to be made on and as of the Final Order Entry Date, hereunder shall not become effective until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 10.01): (i) The representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or in all respects, as the case may be) as of such earlier date. (ii) No Default shall exist or would result from such Borrowing or from the application of the proceeds therefrom. (iii) To the extent permitted by the Final Order, the Administrative Agent shall have received all fees and other amounts contemplated by the Loan Documents due and then payable to the Lenders as of the Final Order Entry Date, including reimbursement or payment of all out-of-pocket expenses (including all reasonable fees, charges and disbursements of counsel and any financial advisor) required to be reimbursed or paid by any Loan Party. (iv) The Loan Parties shall be in compliance with the updated Budget and with Section 6.01(d) and (e). (v) The Final Order in form and substance satisfactory to the Administrative Agent shall have been entered, approving and authorizing on a final basis the matters and containing the provisions described in the Interim Order (the “Final Order”). (vi) or vacated.

The Final Order shall not have been reversed, modified, amended, stayed

(vii)

The Loan Parties shall be in compliance in all respects with the Final

Order. (viii) Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) shall be deemed to constitute a representation and warranty by Parent and the Borrower on the date thereof as to each of the matters specified in this Section. (b) The obligation of the Additional L/C Issuer to honor any request for an L/C Credit Extension in respect of a DIP Letter of Credit is subject to the following conditions precedent: 65

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 135 of 211

(i) The representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such L/C Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or in all respects, as the case may be) as of such earlier date. (ii) No Default shall exist or would result from such L/C Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and the Additional L/C Issuer shall have received a Letter of Credit Application in accordance with the requirements hereof. (c) Each L/C Credit Extension shall be deemed to constitute a representation and warranty by Parent and the Borrower on the date thereof as to each of the matters specified in this Section. ARTICLE V Representations and Warranties Parent and the Borrower represent and warrant to the Agents and the Lenders at the time of each Credit Extension for themselves and on behalf of the Subsidiaries that: SECTION 5.01.

Existence, Qualification and Power; Compliance with

Laws. Each Loan Party and each Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. SECTION 5.02.

Authorization; No Contravention.

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the 66

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 136 of 211

creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii)(x), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect. SECTION 5.03.

Governmental Authorization; Other Consents.

No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be materially adverse to any Loan Party or any Secured Party. SECTION 5.04.

Binding Effect.

This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is a party thereto. This Agreement and each other Loan Document constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party and upon entry of the Interim Order or the Final Order, will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms, except as such enforceability may be limited by (i) Debtor Relief Laws and by general principles of equity and (ii) the effect of foreign Laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries. SECTION 5.05. (a)

(i)

Financial Statements; No Material Adverse Effect.

[Reserved].

(ii) The Audited Financial Statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the dates thereof and their

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 137 of 211

results of operations for the periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby. (iii) The Unaudited Financial Statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except for normal year-end audit adjustments and absence of footnotes. (b)

[Reserved]

(c) Since the date of the Restructuring Support Agreement, there has been no material adverse change in the business condition (financial or otherwise), operations, assets, revenues, profits or prospects of the Loan Parties other than by virtue of the commencement of the Chapter 11 Cases. (d) As of the Closing Date, none of the Borrower and its Subsidiaries has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on Schedule 5.05, (ii) obligations arising under the Loan Documents or the First Lien Credit Agreement Obligations or the Second Lien Credit Agreement Obligations, (iii) liabilities incurred in the ordinary course of business and (iv) liabilities disclosed in the Audited Financial Statements and Unaudited Financial Statements delivered pursuant to Section 4.01(q)) that, either individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect. SECTION 5.06.

Litigation.

Other than the Chapter 11 Cases, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. SECTION 5.07.

Compliance with Laws.

None of Parent, the Borrower or any of the Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any currently applicable Law, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. SECTION 5.08.

Ownership of Property; Liens.

(a) The Borrower and each of its Subsidiaries has good record title to, or valid leasehold interests in, or easements or other limited property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except as set forth on Schedule 5.08 hereto and except for minor defects in title that do not materially interfere with its 68

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 138 of 211

ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title or other interest could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) As of the Closing Date, Schedule 5.08 hereto sets forth a true and complete list of any real property owned by the Borrower and the Subsidiaries as of the Closing Date. SECTION 5.09.

Environmental Matters.

Except as specifically disclosed in Schedule 5.09(a) or except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) Each Loan Party and its respective properties and operations are and have been in compliance with all Environmental Laws, which includes obtaining and maintaining compliance with all applicable Environmental Permits required under such Environmental Laws to carry on the business of the Loan Parties; (b) the Loan Parties have not received any written notice that alleges any of them is in violation of or potentially liable under any Environmental Laws and none of the Loan Parties nor any of the Real Property is the subject of any claims, investigations, liens, demands, or judicial, administrative or arbitral proceedings pending or, to the knowledge of the Borrower, threatened, under any Environmental Law or to revoke or modify any Environmental Permit held by any of the Loan Parties; (c) there has been no Release of Hazardous Materials on, at, under or from any Real Property or facilities owned or leased by any of the Loan Parties, or, to the knowledge of the Borrower, Real Property formerly owned, operated or leased by any Loan Party or arising out of the conduct of the Loan Parties that could reasonably be expected to require investigation, remedial activity or corrective action or cleanup or could reasonably be expected to result in the Borrower incurring liability under Environmental Laws; and (d) there are no facts, circumstances or conditions arising out of or relating to the operations of the Loan Parties or Real Property or facilities owned or leased by any of the Loan Parties or to the knowledge of the Borrower, Real Property or facilities formerly owned, operated or leased by the Loan Parties that could reasonably be expected to require investigation, remedial activity or corrective action or cleanup or could reasonably be expected to result in the Borrower incurring liability under Environmental Laws. SECTION 5.10.

Taxes.

The Loan Parties and their Subsidiaries have timely filed all U.S. federal income and other material tax returns and reports required to be filed, and have timely paid all Taxes levied or imposed upon them or their income, profits, or properties, that are due and payable (including in their capacity as a withholding agent), except those which are being contested in good faith by appropriate proceedings diligently conducted that shall have the effect of suspending enforcement or collection of such Taxes and for which adequate reserves have been provided in accordance with GAAP. There are no Tax audits, examinations, deficiencies, assessments, or 69

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 139 of 211

other claims or proceedings with respect to Taxes of the Loan Parties, and no such claims or proceedings have been proposed or threatened. SECTION 5.11.

ERISA Compliance.

(a) Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Pension Plan maintained by a Loan Party or ERISA Affiliate is in compliance with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder and other federal or state Laws. (b) (i) No ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made or is reasonably expected to occur; (ii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (iv) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(b), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (c) The Pension Plans of any Loan Party and any ERISA Affiliate are funded to the extent required by the terms of each Pension Plan, if any, and by Law or otherwise to comply with the requirements of any material Law applicable in the jurisdiction in which the relevant pension scheme is maintained, and neither any Loan Party nor any ERISA Affiliate maintains a Pension Plan or contributes to a Multiemployer Plan that is, or is expected to be, in at-risk status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code) in each case, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. SECTION 5.12.

Subsidiaries; Equity Interests.

As of the Closing Date (after giving effect to the Transactions), no Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party (or a Subsidiary of any Loan Party) in such Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.12 hereto sets forth (a) the name and jurisdiction of each Subsidiary and (b) the ownership interest of Parent, the Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership. SECTION 5.13.

Margin Regulations; Investment Company Act.

(a) The Borrower is not engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit 70

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 140 of 211

for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any purpose that violates Regulation U. (b) None of the Borrower, any Person Controlling the Borrower, or any of its Subsidiaries is or is required to be registered as an “investment company” under the Investment Company Act of 1940. SECTION 5.14.

Disclosure.

To the best of the Borrower’s knowledge, no report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party (other than projected financial information, pro forma financial information and information of a general economic or industry nature) to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), when taken as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein (when taken as a whole), in the light of the circumstances under which they were made, not materially misleading. With respect to projected financial information and pro forma financial information, the Borrower represents that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material. SECTION 5.15.

Labor Matters.

Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect as of the Closing Date: (a) there are no strikes or other labor disputes against the Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened; (b) hours worked by and payment made to employees of the Borrower or any of its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with such matters; and (c) all payments due from the Borrower or any of its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant party. SECTION 5.16.

Insurance.

Schedule 5.16 sets forth a true, complete and correct description of all insurance maintained by or on behalf of Parent, the Borrower and its Subsidiaries as of the Closing Date. As of such date, such insurance is in full force and effect. The Borrower believes that the insurance maintained by or on behalf of it and its Subsidiaries is adequate. SECTION 5.17.

Intellectual Property; Licenses, Etc.

(a) The Borrower and its Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, technology, software, know-how database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, such IP Rights do not conflict with the rights 71

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 141 of 211

of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The business of any Loan Party or any of their Subsidiaries as currently conducted does not infringe upon any IP Rights held by any Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights, is pending or, to the knowledge of the Borrower, threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (b) Except pursuant to licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 5.17 hereto are subsisting and unexpired, except, in each case, to the extent failure of such registrations to be subsisting and unexpired could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. SECTION 5.18.

Use of Proceeds.

(a) The Borrower will use the proceeds of the Loans solely (A) in accordance with the Budget to (i) pay the Transaction Expenses, (ii) pay fees, interest and expenses associated with the DIP Credit Facility, (iii) provide for the ongoing working capital and capital expenditure needs of the Borrower during the pendency of the Chapter 11 Cases and (iv) fund the Carve-Out, in each case, subject to and in accordance with the Budget; and (B) to pay any fees and expenses contemplated in the Interim Order and any Final Order, including, without limitation, all reasonable, documented, out of pocket fees of the attorneys, consultants and other professionals of the (i) ad hoc group of certain unaffiliated holders of any claims arising under the First Lien Credit Agreement or the other Loan Documents (as defined in the First Lien Credit Agreement), represented by Jones Day, (ii) the First Lien Agent, (iii) ad hoc group of certain unaffiliated holders of any claims arising under the Second Lien Credit Agreement or the other Loan Documents (as defined in the Second Lien Credit Agreement), represented by Akin Gump Strauss Hauer & Feld LLP, and (iv) the Second Lien Agent. (b) No proceeds of the Loans, any Collateral or any cash of any Loan Party may be used for any fees or expenses incurred in connection with the investigation, initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against (i) the Administrative Agent, the Lenders, the First Lien Agent or any First Lien Lenders, the Second Lien Agent or any Second Lien Lenders or (ii) in connection with challenging, invalidating, disallowing, recharacterizing, setting aside, avoiding, subordinating, in whole or in part, or taking or attempting to take any other action to render unenforceable, the liens, claims, interests and adequate protection of the Administrative Agent and the Lenders or the First Lien Agent and First Lien Lenders, the Second Lien Agent or any Second Lien Lenders; provided that up to $50,000 may be used by any statutory committee of unsecured creditors appointed in the Chapter 11 Cases for purposes of investigating (but not challenging) liens, claims, interests and adequate protection of the First Lien Agent and First Lien Lenders, the Second Lien Agent or any Second Lien Lenders.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 142 of 211

SECTION 5.19.

OFAC; USA PATRIOT Act; FCPA.

(a) To the extent applicable, each of Parent and its Subsidiaries is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto and (ii) the USA PATRIOT Act. (b) No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. SECTION 5.20.

Security Documents.

(a) Valid Liens. The Collateral Documents, subject to the entry of the Interim Order and the Final Order (as applicable), are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties legal, valid and enforceable Liens on, and security interests in, the Collateral and, (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable Laws (which filings or recordings shall be made to the extent required by any Collateral Document) and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Collateral Document), such Collateral Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Liens permitted under the Loan Documents. (b) PTO Filing; Copyright Office Filing. When the Intellectual Property Security Agreements are properly filed in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, to the extent such filings may perfect such interests, the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents and Trademarks (in each case, as defined in the Security Agreement) issued, registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Liens permitted hereunder (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to establish a Lien on registered Patents and Copyrights acquired by the grantors thereof after the Closing Date). Notwithstanding anything herein (including this Section 5.20) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 143 of 211

Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law. SECTION 5.21.

Reorganization Matters.

(a) The Chapter 11 Cases were commenced on the Petition Date and proper notice has been given of (x) the motion seeking approval of the Loan Documents and the Interim Order and Final Order, (y) the hearing for the approval of the Interim Order, and (z) promptly after the scheduling thereof, the hearing for the approval of the Final Order. (b) After the entry of the Interim Order, and pursuant to and to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against the Loan Parties now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 503(a), 503(b), 507(a), 507(b), 546, 726, 1113, 1114, as provided under Section 364(c)(l) of the Bankruptcy Code, subject, as to priority only to the Carve-Out, in the priorities set forth in the Interim Order and the Final Order. (c) The Interim Order (with respect to the period prior to entry of the Final Order) or the Final Order (with respect to the period on and after entry of the Final Order), as the case may be, is in full force and effect and has not been reversed, stayed, modified or amended. ARTICLE VI Affirmative Covenants So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, then from and after the Closing Date, the Borrower (and in the case of Section 6.05 and 6.18, Parent) shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each of its Subsidiaries to: SECTION 6.01.

Financial Statements.

(a) Deliver to the Administrative Agent for prompt further distribution to each Lender, within one hundred twenty (120) days after the end of each fiscal year, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and nonconsolidated balance sheet of the Borrower and its Subsidiaries by business unit as at the end of such fiscal year, and the related consolidated, and non-consolidated as applicable, statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of BDO USA, LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit other than a going concern exception or explanatory note resulting solely from an upcoming maturity date under the

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 144 of 211

Facilities or the Second Lien Term Loan Facility occurring within one year from the time such opinion is delivered; (b) Deliver to the Administrative Agent for prompt further distribution to each Lender, within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter and a non-consolidated balance sheet of the Borrower and its Subsidiaries by business unit as at the end of such fiscal quarter and in comparative format, the prior fiscal year-end and the related consolidated and non-consolidated, as applicable statements of income or operations for such fiscal quarter and the portion of the fiscal year then ended, setting forth in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, and statements of stockholders’ equity for the current fiscal quarter and consolidated and nonconsolidated, as applicable statement of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (c) Deliver to the Administrative Agent for prompt further distribution to each Lender, on or before the date that is 30 days after the last calendar day of each month beginning with the first month after the Closing Date, monthly financial statements including an unaudited consolidated and non-consolidated by business unit balance sheet and unaudited consolidated and non-consolidated by business unit statements of operations and comprehensive income, stockholders’ equity and cash flows as of the end of and for such preceding monthly period and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Responsible Officer of the Borrower as presenting fairly in all material respects the financial condition as of the end of and for such monthly period and such portion of the fiscal year and results of operations and cash flows of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, year-end adjustments (which may be material, include restatements and take into account the status of the reporting systems of Parent and its Subsidiaries), implementation of SOP 90-7 and the absence of footnotes; (d) Deliver to the Administrative Agent for prompt further distribution to each Lender, commencing on [_______]4, 2017 and not later than three (3) Business Days after the end of each four week period thereafter, a budget (the initial form of which is attached as Exhibit 2 to the Interim Order)) for the 13-week period commencing on the first day of each such four week period (the “Budget”). The Budget shall set forth on a line-item basis the Cash Receipts and Cash Disbursements which the Loan Parties expect to receive and incur, respectively, during each week covered by the Budget. Each Budget shall be in form and substance acceptable to the Administrative Agent and the Required Lenders, and until each 4

NTD: to be updated.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 145 of 211

Budget delivered hereunder is approved by the Administrative Agent and the Required Lenders, the prior Budget approved by the Administrative Agent and the Lenders shall be the “Budget” hereunder. The Budget may not be modified without the prior written consent of the Required Lenders; and (e) Deliver to the Administrative Agent for prompt further distribution to each Lender, not later than Wednesday of each Calendar Week, weekly line-by-line Variance Reports, in form and substance acceptable to the Administrative Agent and the Lenders, for the preceding weekly period and on a cumulative basis for the first reporting week of each new Budget to the Report Date (with a reconciliation of the aggregate variance for the period from the Petition Date to the Report Date). Documents required to be delivered pursuant to Section 6.01 and Sections 6.02(b) and (c) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or any direct or indirect parent of the Borrower) posts such documents, or provides a link thereto on the website on the Internet at the Borrower’s website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent; provided, however, that if such Compliance Certificate is first delivered by electronic means, the date of such delivery by electronic means shall constitute the date of delivery for purposes of compliance with Section 6.02(a). Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. SECTION 6.02.

Certificates; Other Information.

Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) no later than the delivery of the Budget and Variance Reports referred to in Sections 6.01(d), and (e), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 146 of 211

and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (c) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Subsidiaries pursuant to the terms of any the Credit Agreements or any agreements evidencing Indebtedness in an aggregate principal amount equal to or in excess of the Threshold Amount, in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (d) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the chief executive office of each Loan Party set forth in Schedule V to the Security Agreement or confirming that there has been no change in such information since the later of the Closing Date or the date of the last such report and (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b); (e) promptly, such additional information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request; (f) no less than three (3) days prior to filing thereof, drafts of all pleadings, motions, applications, judicial information, financial information and any other documents (including the Interim Order and the Final Order, each of which must be in form and substance satisfactory to the Administrative Agent and the Lenders) filed by or on behalf of the Borrower or the Guarantors with the Bankruptcy Court or delivered to the U.S. Trustee in the Chapter 11 Cases, or distributed by or on behalf of the Borrower or any Guarantor to any official committee in the Chapter 11 Cases (except in the case of any such documents filed on an expedited basis in connection with an emergency proceeding, which shall be delivered as soon as practicable and in any event prior to the filing thereof); and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Parent, the Borrower or any of its Subsidiaries, including copies of reports of the financial and restructuring advisors of the Loan Parties, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 147 of 211

public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees to make all Borrower Materials that the Borrower intends to be made available to Public Lenders clearly and conspicuously designated as “PUBLIC.” By designating Borrower Materials as “PUBLIC”, the Borrower authorizes such Borrower Materials to be made available to a portion of the Platform designated “Public Investor,” which is intended to contain only information that is either publicly available or not material information (though it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws. Notwithstanding the foregoing, the Borrower shall not be under any obligation to mark any Borrower Materials “PUBLIC.” The Borrower agrees that (i) any Loan Documents, (ii) any materials delivered pursuant to Section 6.01 and (iii) any Compliance Certificates delivered pursuant to Section 6.02(a) will be deemed to be “public-side” Borrower Materials and may be made available to Public Lenders. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States federal or state securities laws. SECTION 6.03.

Notices.

Promptly after a Responsible Officer of the Borrower or any Subsidiary has obtained knowledge thereof, notify the Administrative Agent: (a)

of the occurrence of any Default;

(b) of any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect; (c) of the filing or commencement of, or any threat or notice of intention of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity by or before any Governmental Authority, (i) against Parent, the Borrower or any of its Subsidiaries thereof that would reasonably be expected to result in a Material Adverse Effect or (ii) with respect to any Loan Document; and (d) of any material change in accounting policies or financial reporting practices by any Loan Party. Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of the Borrower (x) that such notice is being delivered pursuant to Section 6.03(a), (b), (c) or (d) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 148 of 211

SECTION 6.04.

Payment of Taxes.

Timely file all U.S. federal income and other material tax returns and timely pay, discharge or otherwise satisfy all its obligations and liabilities in respect of Taxes imposed upon it or upon its income or profits or in respect of its property, except to the extent any such Tax is being contested in good faith and by appropriate proceedings that shall have the effect of suspending enforcement or collection of such Taxes for which appropriate reserves have been established in accordance with GAAP. SECTION 6.05.

Preservation of Existence, Etc.

(a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05 and (b) take all reasonable action to maintain all rights, privileges (including its good standing where applicable in the relevant jurisdiction), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except, in the case of (a) (other than with respect to the Borrower) or (b), (i) to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) pursuant to a transaction permitted by Article VII. SECTION 6.06.

Maintenance of Properties.

Except if the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and fire, casualty or condemnation excepted. SECTION 6.07.

Maintenance of Insurance.

(a) Generally. Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Borrower and the Subsidiaries) as are customarily carried under similar circumstances by such other Persons. (b) Requirements of Insurance. All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 10 days (or, to the extent reasonably available, 30 days) after receipt by the Collateral Agent of written notice thereof (the Borrower shall deliver a copy of the policy (and to the extent any such policy is cancelled or renewed, a renewal or replacement policy) or other evidence thereof to the Administrative Agent and the Collateral Agent, or insurance certificate with respect thereto) and (ii) name the Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable. (c) Flood Insurance. With respect to each owned Real Property subject to the Liens securing the Obligations, obtain flood insurance in such total amount as the Administrative 79

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 149 of 211

Agent or the Required Lenders may from time to time reasonably require, if at any time the area in which any material improvements located on any such Real Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time. SECTION 6.08.

Compliance with Laws.

Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. SECTION 6.09.

Books and Records.

Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied and which reflect all material financial transactions and matters involving the assets and business of the Borrower or a Subsidiary, as the case may be (it being understood and agreed that certain Foreign Subsidiaries maintain individual books and records in conformity with generally accepted accounting principles in their respective countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder). SECTION 6.10.

Inspection Rights.

Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or Contractual Obligation (not entered into in contemplation hereof), and the obligations of the Borrower and the Subsidiaries under this Section 6.10 shall be subject to reasonable requirements of confidentiality. SECTION 6.11.

Additional Collateral; Additional Guarantors.

At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including: 80

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 150 of 211

(a) Upon (x) the formation or acquisition of any new direct or indirect Subsidiary by the Borrower or (y) any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary: (i) within five (5) days after such formation, acquisition or designation, or such longer period as the Administrative Agent may agree in writing in its discretion: (A) cause each such Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) joinders to this Agreement as Guarantors, Security Agreement Supplements, Intellectual Property Security Agreements, mortgages, a counterpart of the Intercompany Note and other security agreements and documents, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement; (B) cause each such Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement (and the parent of each such Subsidiary that is a Guarantor) to deliver any and all certificates representing Equity Interests (to the extent certificated) and intercompany notes (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank; (C) take and cause such Subsidiary and each direct or indirect parent of such Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of mortgages, the filing of UCC financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement; (ii) if reasonably requested by the Administrative Agent or the Collateral Agent, within fifteen (15) days after such request (or such longer period as the Administrative Agent may agree in writing in its discretion), deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; (iii) as promptly as practicable after the request therefor by the Administrative Agent or Collateral Agent, deliver to the Collateral Agent with respect to any real property, any existing title reports, abstracts or environmental assessment reports, to the

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 151 of 211

extent available and in the possession or control of the Borrower; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than the Borrower or one of its Subsidiaries, where, despite the commercially reasonable efforts of the Borrower to obtain such consent, such consent cannot be obtained; and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, within five (5) days after such request (or such longer period as the Administrative Agent may agree in writing in its discretion), deliver to the Collateral Agent any other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with respect to property of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement, but not specifically covered by the preceding clauses (i), (ii) or (iii) or clause (b) below. (b) Not later than sixty (60) days after the acquisition by any Loan Party of any real property as determined by the Borrower (acting reasonably and in good faith) (or such longer period as the Administrative Agent may agree in writing in its discretion) that is required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement, which property would not be automatically subject to another Lien pursuant to pre-existing Collateral Documents, cause such property to be subject to a Lien and mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement. SECTION 6.12.

Compliance with Environmental Laws.

Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, comply, and take all reasonable actions to cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and, in each case to the extent the Loan Parties are required by Environmental Laws, conduct any investigation, remedial or other corrective action necessary to address Hazardous Materials at any property or facility in accordance with applicable Environmental Laws. SECTION 6.13.

Further Assurances.

Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 152 of 211

purposes of the Collateral Documents, to the extent required pursuant to the Collateral and Guarantee Requirement. If the Administrative Agent or the Collateral Agent reasonably determines that it is required by applicable Law to have appraisals prepared in respect of the Real Property of any Loan Party subject to a mortgage constituting Collateral, the Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA. SECTION 6.14.

[Reserved].

SECTION 6.15.

[Reserved].

SECTION 6.16.

Changes in Fiscal Year.

In respect of the Borrower, not make any change in its fiscal year. SECTION 6.17.

Use of Proceeds.

The Borrower will, and will cause each Loan Party to, use the proceeds of the Loans in accordance with Section 5.18. SECTION 6.18.

Passive Holding Company Status of Parent.

Parent shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted under Section 7.03, (iv) payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of Parent and the Borrower, (vi) holding any cash incidental to any activities permitted under this Section 6.18, (vii) providing indemnification to officers, managers and directors and (viii) any activities incidental to the foregoing. Parent shall not (a) incur any Liens other than those for the benefit of the Obligations or non-consensual Liens permitted by Section 7.01, (b) own any Equity Interests other than those of the Borrower and (c) incur any Indebtedness except pursuant to the Loan Documents, or any Guarantee by Parent of Indebtedness of the Borrower and the Loan Parties permitted under Section 7.03. SECTION 6.19.

Case Milestones.

The Loan Parties shall comply with the following milestones with respect to the Chapter 11 Cases: (a) on the Petition Date, the Debtors shall file, in form and substance acceptable to the Secured Parties, (i) a motion seeking approval of the DIP Credit Facility (the “DIP Motion”); (ii) a disclosure statement (the “Disclosure Statement”) pursuant to section 1125 of the Bankruptcy Code and a motion seeking approval thereof, and (iii) a

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 153 of 211

chapter 11 plan for all Debtors (the “Chapter 11 Plan”) (excluding any plan supplement or other disclosure statement exhibits and chapter 11 plan exhibits); (b) the Bankruptcy Court shall have entered an order approving the Interim Order, which shall be in form an substance acceptable to the Secured Parties, approving the DIP Credit Facility on an interim basis no later than five (5) days following the Petition Date; (c) the Bankruptcy Court shall enter the Final Order, which order shall be in form and substance reasonably acceptable to the Secured Parties, approving the DIP Credit Facility on a final basis no later than thirty-five (35) days following the Petition Date; (d) the Bankruptcy Court shall have entered an order approving the Disclosure Statement and related solicitation procedures and confirming the Chapter 11 Plan (the “Confirmation Order”) no later than thirty-five (35) days after the Petition Date; and (e) the effective date of the Chapter 11 Plan shall have occurred no later than sixty (60) days after the Petition Date; provided, that each of the foregoing deadlines may be extended in accordance with the terms of the Restructuring Support Agreement. SECTION 6.20.

Certain Post-Closing Obligations.

As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 6.20 or such later date as the Administrative Agent agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Parent, the Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 6.20. SECTION 6.21.

Cash Management.

Subject to the orders of the Bankruptcy Court with respect to the Debtors’ cash management, the Borrower and the Guarantors shall maintain their operating accounts with deposit banks reasonably acceptable to the Administrative Agent. The Borrower shall also maintain the Cash Collateral Account and the DIP Cash Collateral Account with the Administrative Agent. No Loan Party shall open, maintain or permit to exist any bank account, unless such Loan Party shall have provided the Administrative Agent with five (5) Business Days’ prior written notice thereof and, unless otherwise consented to in writing by the Administrative Agent, shall have provided an account control agreement in form and substance satisfactory to the Administrative Agent over each such account. ARTICLE VII Negative Covenants So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, then from and after the Closing Date:

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 154 of 211

SECTION 7.01.

Liens.

Neither the Borrower nor the Subsidiaries shall create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens on property or assets of the Borrower and the Subsidiaries existing on the Closing Date and set forth on Schedule 7.01; provided that such Liens shall secure only those obligations that they secure on the Closing Date and shall not subsequently apply to any other property or assets of the Borrower or any Subsidiary; (b)

any Lien created under the Loan Documents, the Interim Order and the

(c)

[Reserved];

Final Order;

(d) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent or that are being contested in compliance with Section 6.04; (e) Liens imposed by law (including, without limitation, Liens in favor of customers for equipment under order or in respect of advances paid in connection therewith) such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, the Borrower or any Subsidiary shall have set aside on its books reserves in accordance with GAAP; (f) (i) pledges and deposits made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations under U.S. or foreign law and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary; (g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of money bonds, warranty bonds, bids, leases, government contracts, trade contracts, completion or performance guarantees and other obligations of a like nature incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (h) zoning restrictions, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business that do not render title unmarketable and that, in the aggregate, do not interfere in any material respect with

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 155 of 211

the ordinary conduct of the business of the Borrower or any Subsidiary or would result in a Material Adverse Effect; (i)

[Reserved];

(j) Liens arising out of capitalized lease transactions permitted under Section 7.04, so long as such Liens attach only to the property sold and being leased in such transaction and any accessions thereto or proceeds thereof and related property; (k) Section 8.01(h); (l)

Liens securing judgments that do not constitute an Event of Default under [Reserved];

(m) Liens disclosed by the title insurance policies and any replacement, extension or renewal of any such Lien; provided that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal; provided further that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement; (n)

[Reserved];

(o) any interest or title of, or Liens created by, a lessor under any leases or subleases entered into by the Borrower or any Subsidiary, as tenant, in the ordinary course of business; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Subsidiary in the ordinary course of business; (q) Liens arising solely by virtue of any statutory or common law provision relating to bankerâ&#x20AC;&#x2122;s liens, rights of set-off or similar rights; (r) Liens securing obligations in respect of trade-related letters of credit permitted under Section 7.03(f) and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof; (s)

licenses of intellectual property granted in the ordinary course of business;

(t) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (u) Liens on the assets of a Foreign Subsidiary that do not constitute Collateral and which secure Indebtedness of such Foreign Subsidiary that is not otherwise

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 156 of 211

secured by a Lien on the Collateral under the Loan Documents and which Indebtedness is permitted to be incurred under Section 7.03(a) or (k); (v) Liens upon specific items of inventory or other goods and proceeds of the Borrower or any of the Subsidiaries securing such Personâ&#x20AC;&#x2122;s obligations in respect of bankersâ&#x20AC;&#x2122; acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (w)

[Reserved];

(x) Liens arising from precautionary Uniform Commercial Code financing statement filings regarding operating leases entered into by the Borrower or any of the Subsidiaries in the ordinary course of business; (y) Liens securing insurance premium financing arrangements in an aggregate principal amount not to exceed $2,000,000, provided that such Liens are limited to the applicable insurance contracts; (z) Liens on the assets of a Foreign Subsidiary which secure Indebtedness of such Foreign Subsidiary that is permitted to be incurred under Section 7.03(s); provided, however, that if such Liens are on assets that constitute Collateral, such Liens may be pari passu with, but not prior to, the Liens granted in favor of the Collateral Agent under the Collateral Agreements unless such Liens secure letters of credit or bank guarantees and such assets constitute the rights of such Foreign Subsidiary under the contracts and agreements in respect of which such Indebtedness was incurred; (aa) Liens on the Collateral securing Indebtedness incurred under Section 7.03(l), on a junior priority basis to the DIP Credit Facility, subject to the Interim Order or the Final Order, as applicable; (bb) Adequate protection Liens granted to (i) the Administrative Agent and secured parties under the First Lien Credit Agreement and (ii) the Second Lien Agent and the Second Lien Lenders, in each case, pursuant to the Interim Order and any Final Order. Notwithstanding the foregoing, no Liens shall be permitted to exist, directly or indirectly, on Pledged Equity, other than Liens in favor of the Collateral Agent and Liens permitted by Section 7.01(d), (e), (q), or (aa), and in no event shall the amount secured by Permitted Senior Liens exceed $1,000,000 in the aggregate. SECTION 7.02.

Investments.

Neither the Borrower nor the Subsidiaries shall make or hold any Investments, except: (a) Investments by (i) Loan Parties in Subsidiaries that are not Loan Parties in an aggregate amount (valued at the time of the making thereof and without giving effect to any write-downs or write-offs thereof) not to exceed in the aggregate $500,000 per calendar month, (ii) Loan Parties in other Loan Parties, and (iii) Subsidiaries that are not Loan Parties in any other Subsidiary;

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 157 of 211

(b)

Cash Equivalents and Investments that were Cash Equivalents when

(c)

[Reserved];

made;

(d) (i) loans and advances to employees of the Borrower or any Subsidiary in the ordinary course of business not to exceed $500,000 in the aggregate at any time outstanding (calculated without regard to write-downs or write-offs thereof) and (ii) advances of payroll payments and expenses to employees in the ordinary course of business; (e) accounts receivable arising and trade credit granted in the ordinary course of business (including, for the avoidance of doubt, any sales with respect to which the Borrower or its Subsidiaries shall permit the customer to make payment by installment in the ordinary course of business) and any securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of business; (f)

[Reserved];

(g) Investments existing on the Closing Date and set forth on Schedule 7.02; provided that the aggregate amount of the Investments permitted under this Section 7.02(g) is not increased from the aggregate amount of such Investments on the Petition Date except as otherwise permitted by this Section 7.02; (h) Section 7.01(g);

Investments resulting from pledges and deposits referred to in

(i)

[Reserved];

(j)

[Reserved];

(k)

[Reserved];

(l) Investments (including, but not limited to, Investments in Equity Interests, intercompany loans, and Guarantees of Indebtedness otherwise expressly permitted hereunder) after the Closing Date by Subsidiaries that are not Loan Parties in any Loan Party or other Subsidiary; (m)

[Reserved];

(n)

the Transactions;

(o) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, customers and suppliers, in each case in the ordinary course of business; and

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 158 of 211

(p) Guarantees by the Borrower or any Subsidiary of operating leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by any Subsidiary in the ordinary course of business and prior to the Petition Date SECTION 7.03.

Indebtedness.

Neither the Borrower nor any of the Subsidiaries shall create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness existing on the Closing Date and set forth on Schedule 7.03 and, in the case of any such Indebtedness constituting Indebtedness under Capital Leases or purchase money Indebtedness, Permitted Refinancings thereof; (b)

Indebtedness created hereunder and under the other Loan Documents;

(c)

[Reserved];

(d) Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments, in each case outstanding on the Petition Date, for the benefit of) any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any Subsidiary, pursuant to reimbursement or indemnification obligations to such Person, provided that upon the incurrence of Indebtedness with respect to reimbursement obligations regarding workers’ compensation claims, such obligations are reimbursed in the ordinary course of business; (e) Indebtedness of the Borrower or any Subsidiary to the extent permitted by Section 7.02, provided that Indebtedness of any Loan Party to any Subsidiary that is not a Loan Party (the “Subordinated Intercompany Debt”) shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (f) Indebtedness in respect of performance bonds, warranty bonds, bid bonds, appeal bonds, surety bonds and completion or performance guarantees and similar obligations, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business and Indebtedness arising out of advances on exports, advances on imports, advances on trade receivables, customer prepayments and similar transactions in the ordinary course of business and consistent with past practice; (g) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business, provided that (x) such Indebtedness (other than credit or purchase cards) is extinguished within three Business Days of its incurrence and (y) such Indebtedness in respect of credit or purchase cards is extinguished within 60 days from its incurrence; (h)

[Reserved];

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 159 of 211

(i)

[Reserved];

(j)

[Reserved];

(k)

[Reserved];

(l) First Lien Obligations and Second Lien Obligations, in each case outstanding on the Closing Date; (m) Guarantees (i) by the Loan Parties of the Indebtedness of the Borrower described in paragraph (l), (ii) by any Loan Party of any Indebtedness of the Borrower or any Loan Party expressly permitted to be incurred under this Agreement, (iii) by the Borrower or any Subsidiary of Indebtedness otherwise expressly permitted hereunder of the Borrower or any Subsidiary that is not a Loan Party to the extent permitted by Section 7.02, (iv) by any Subsidiary that is not a Loan Party of Indebtedness of another Subsidiary that is not a Loan Party; provided that all Foreign Subsidiaries may guarantee obligations of other Foreign Subsidiaries under ordinary course cash management obligations, and (v) by the Borrower of Indebtedness of Foreign Subsidiaries incurred for working capital purposes in the ordinary course of business on ordinary business terms so long as such Indebtedness is permitted to be incurred under Section 7.03(a); provided that Guarantees by any Loan Party under this Section 7.03(m) of any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations on terms consistent with those used, or to be used, for Subordinated Intercompany Debt; (n) Indebtedness arising from agreements of the Borrower or any Subsidiary providing for indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; (o)

[Reserved];

(p)

[Reserved];

(q)

[Reserved];

(r)

[Reserved];

(s) Indebtedness of Foreign Subsidiaries (including letters of credit or bank guarantees (other than Letters of Credit or letters of credit issued pursuant to the First Lien Credit Agreement)) for working capital purposes incurred in the ordinary course of business on ordinary business terms in an aggregate amount not to exceed $750,000 outstanding at any time; (t)

[Reserved];

(u)

[Reserved];

(v)

[Reserved]; and

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 160 of 211

(w) all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in paragraphs (a) through (s) above. The Borrower will not, and will not permit any Subsidiary or Loan Party to, issue any preferred Equity Interests or any Disqualified Equity Interests. SECTION 7.04.

Sale and Leaseback Transactions.

Except as specified on Schedule 7.04, neither the Borrower nor any of the Subsidiaries shall enter into any arrangement with any Person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”). SECTION 7.05.

Dispositions.

Neither the Borrower nor any of the Subsidiaries shall (i) make any Disposition or (ii) merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or (iii) purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Person, except: (a) (i) the purchase and sale of inventory, supplies, materials and equipment and the purchase and sale of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business by the Borrower or any Subsidiary, (ii) the sale of any other asset in the ordinary course of business by the Borrower or any Subsidiary, (iii) the sale of surplus, obsolete or worn out equipment or other property in the ordinary course of business by the Borrower or any Subsidiary, (iv) the sale of Cash Equivalents in the ordinary course of business or (v) Dispositions listed on Schedule 7.05 (the “Specified Dispositions”); (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) the merger of the Borrower with a Subsidiary that is (x) a wholly owned Subsidiary and (y) a Domestic Subsidiary in a transaction in which the Subsidiary is the surviving corporation, so long as after giving effect thereto such Subsidiary assumes all Obligations of the Borrower under the Loan Documents, (ii) the merger of any Subsidiary into the Borrower in a transaction in which the Borrower is the surviving corporation, (iii) the merger or consolidation of any Subsidiary into or with any Loan Party in a transaction in which the surviving or resulting entity is a Loan Party and, in the case of each of clauses (i) and (iii), no Person other than the Borrower or a Loan Party receives any consideration, (iv) the merger or consolidation of any Subsidiary that is not a Loan Party into or with any other Subsidiary that is not a Loan Party or (v) the liquidation or dissolution or change in form of entity of any Subsidiary if the Borrower and the Administrative Agent determine in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; (c) sales, transfers, leases or other dispositions to the Borrower or a Subsidiary (upon voluntary liquidation or otherwise); provided that any sales, transfers, leases or 91

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 161 of 211

other dispositions by a Loan Party to a Subsidiary that is not a Loan Party shall be made in compliance with Section 7.02 and 7.08; (d)

[Reserved];

(e) Investments permitted by Section 7.02, Liens permitted by Section 7.01 and Restricted Payments permitted by Section 7.06; (f)

[Reserved];

(g) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (h)

[Reserved];

(i)

[Reserved];

(j) licensing and cross-licensing arrangements involving any technology or other intellectual property of the Borrower or any Subsidiary in the ordinary course of business; (k)

[Reserved]; and

(l) sales, leases or other dispositions of inventory of the Borrower and its Subsidiaries determined by the management of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or any of the Subsidiaries; provided that the Net Proceeds thereof are applied in accordance with Section 2.05(b). Notwithstanding anything to the contrary contained in Section 7.05 above, (i) Parent shall at all times own, directly or indirectly, at least 100% of the Equity Interests of the Borrower, (ii) no sale, transfer or other disposition of assets shall be permitted by this Section 7.05 (other than sales, transfers, leases or other dispositions to Loan Parties pursuant to paragraph (c) hereof) unless such disposition is for fair market value and (iii) no sale, transfer or other disposition of assets shall be permitted by this Section 7.05 unless such disposition is for 100% cash consideration. SECTION 7.06.

Restricted Payments.

Neither the Borrower nor any of the Subsidiaries shall declare or make any Restricted Payment, except that each Subsidiary may make Restricted Payments to the Borrower and to other Loan Parties (other than Parent) and each Subsidiary that is not a Loan Party may make Restricted Payments to any Subsidiary that is not a Loan Party and Borrower may make Restricted Payments to Parent to make overhead and other similar payments as set forth in the Budget. SECTION 7.07.

Change in Nature of Business.

The Borrower shall not, nor shall the Borrower permit any of the Subsidiaries to engage at any time in any business or business activity other than any business or business activity

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 162 of 211

conducted by it on the Closing Date and any business or business activities incidental or related thereto, or any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto, including the consummation of the Transactions. SECTION 7.08.

Transactions with Affiliates.

Neither the Borrower shall, nor shall the Borrower permit any of the Subsidiaries to enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, unless such transaction is otherwise permitted (or required) under this Agreement. SECTION 7.09.

Burdensome Agreements; Restricted Debt Payments.

(a) Neither the Borrower shall, nor shall the Borrower permit any of the Subsidiaries to, amend or modify in any manner materially adverse to the Lenders, or grant any waiver or release under or terminate in any manner (if such granting or termination shall be materially adverse to the Lenders), the Organizational Documents of the Borrower or any of the Subsidiaries. (b) Neither the Borrower shall, nor shall the Borrower permit any of the Subsidiaries to, (i) make, or agree or offer to pay or make, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on Restricted Indebtedness or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Indebtedness, other than regularly scheduled payments of principal and interest under the First Lien Credit Agreement, including as adequate protection under, and in accordance with, the Interim Order or Final Order, as applicable, or (ii) amend or modify, or permit the amendment or modification of, any provision of any Restricted Indebtedness or any agreement (including any document relating to any Restricted Indebtedness) relating thereto or to the Credit Agreements. (c) Neither the Borrower shall, nor shall the Borrower permit any of the Subsidiaries to, permit any Subsidiary to enter into any agreement or instrument that by its terms restricts (i) the payment of dividends or distributions or the making of cash advances by such Subsidiary to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary or (ii) the granting of Liens by such Subsidiary pursuant to the Collateral Documents, in each case other than those arising under any Loan Document or under any â&#x20AC;&#x153;Loan Documentâ&#x20AC;? as defined in the Credit Agreements, except, in each case, restrictions existing by reason of: (A)

restrictions imposed by applicable Law;

(B)

[Reserved];

(C) contractual encumbrances or restrictions in effect on the Closing Date under any agreements related to any permitted renewal, extension or refinancing of any Indebtedness existing on the Closing Date that does not expand the scope of any such encumbrance or restriction; 93

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 163 of 211

(D)

[Reserved];

(E) any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Equity Interests or assets of a Subsidiary pending the closing of such sale or disposition; (F) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business; (G) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (H) customary provisions contained in leases or licenses of intellectual property and other similar agreements entered into in the ordinary course of business; (I) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (J) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (K) customary restrictions and conditions contained in any agreement relating to the sale of any asset permitted under Section 7.05 pending the consummation of such sale; or (L) any agreement in effect at the time such subsidiary becomes a Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary. SECTION 7.10.

Financial Covenant.

Commencing with the Test Date and on Wednesday of each Calendar Week, for each Testing Period, the Borrower shall not permit the negative variance of the Loan Parties’ actual Net Cash Flows reflected in the Variance Report for the applicable Variance Period to exceed 15.0% of the Net Cash Flows forecasted for such Variance Period in the Budget (any variance not exceeding such maximum, a “Permitted Variance”). SECTION 7.11.

Swap Agreements.

Neither the Borrower shall, nor shall the Borrower permit any of the Subsidiaries to, enter into any Swap Agreement.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 164 of 211

ARTICLE VIII Events of Default and Remedies SECTION 8.01.

Events of Default.

Any of the following from and after the Closing Date shall constitute an event of default (an â&#x20AC;&#x153;Event of Defaultâ&#x20AC;?): (a) Non-Payment. Any Loan Party fails to pay when and as required to be paid herein, any amount of principal of any Loan or Reimbursement Obligation or reimbursement obligation in respect of DIP Letters of Credit or any interest on any Loan or any Unreimbursed Amount or any other amount payable hereunder or with respect to any other Loan Document, or fails to provide and maintain Cash Collateral as and when, and to the extent, required hereunder; or (b) Specific Covenants. The Borrower, any Subsidiary or, in the case of Section 6.18, Parent, fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a), 6.05(a), 6.17, 6.18, 6.19, 6.20 or Article VII; or (c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for five (5) days after the earlier of (i) any Loan Party obtaining knowledge of such failure and (ii) any Loan Party receiving notice of such failure from the Administrative Agent or the Required Lenders; or (d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect in any material respect when made or deemed made; or (e) Cross-Default. Any Loan Party or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (f) Insolvency Proceedings, Etc. Any Loan Party or any Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, 95

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 165 of 211

trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding, in each case, other than with respect to the Debtors in the Chapter 11 Cases; or (g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Loan Parties, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy, in each case, other than with respect to the Debtors in the Chapter 11 Cases; or (h) Judgments. There is entered against any Loan Party or any Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of forty-five (45) consecutive days; or (i) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a result of acts or omissions by the Administrative Agent or Collateral Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document or the validity or priority of a Lien as required by the Collateral Documents on a material portion of the Collateral; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; or (j)

Change of Control. There occurs any Change of Control; or

(k) Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01 or Sections 6.11 and 6.13 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction not prohibited under this Agreement) cease to create a valid and perfected Lien, with the priority required by the Collateral Documents on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, (x) except to the extent that any such perfection or priority is not required pursuant to the Collateral and Guarantee Requirement; or (l) ERISA. (i) An ERISA Event occurs which has resulted or could reasonably be expected to result in liability of a Loan Party or a Subsidiary or any ERISA Affiliate in an aggregate amount which could reasonably be expected to result in a Material

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 166 of 211

Adverse Effect, or (ii) a Loan Party, any Subsidiary or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect; or (m)

[Reserved; or]

(n) Defaults on Assumed Obligations. Except for defaults occasioned by the filing of the Chapter 11 Cases and defaults resulting from obligations with respect to which the Bankruptcy Code prohibits any Loan Party from complying or permits any Loan Party not to comply, a default or breach occurs under any agreement, document or instrument entered into either (x) Pre-Petition and which is assumed after the Petition Date or is not subject to the automatic stay provisions of Section 362 of the Bankruptcy Code, or (y) Post-Petition, to which any Loan Party is a party that is not cured within any applicable grace period therefor, and such default or breach (i) involves the failure to make any payment when due in respect of any Indebtedness (other than the Obligations) of any Loan Party in excess of $2,000,000 in the aggregate, or (ii) causes such Indebtedness, or permits any holder of such Indebtedness or a trustee to cause such Indebtedness, to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; or (o) Other Financing. Entry of an order (i) approving additional financing under Section 364(c) or (d) of the Bankruptcy Code, (ii) granting any Lien upon or affecting any Collateral other than Liens permitted under this Agreement, (iii) permitting the use of cash collateral, except as permitted hereby or with the prior written consent of the Administrative Agent, or (iv) authorizing or approving any other action adverse to the Administrative Agentâ&#x20AC;&#x2122;s or the Required Lendersâ&#x20AC;&#x2122; rights and remedies or their interest in the Collateral, or any Loan Party seeking the entry of an order in furtherance of any of the foregoing if any proceeds of the Loans provided hereunder are proposed to be used in such additional financing; or (p) Dismissal or Conversion of Chapter 11 Cases. Entry of an order dismissing, or any Loan Party seeking the dismissal of, any of the Chapter 11 Cases or converting, or any Loan Party seeking the conversion of, any of the Chapter 11 Cases to a Chapter 7 case; or (q) Appointment of Trustee or Examiner. Entry of an order, or any Loan Party seeking the entry of an order, appointing a chapter 11 trustee or an examiner in any of the Chapter 11 Cases having enlarged powers (beyond those set forth under Sections 1106(a)(3) and (4) of the Bankruptcy Code); or (r) Orders and Motions Adverse to Loan Parties. Entry of an order granting, or any Loan Party filing a motion or any other pleading seeking the entry of an order granting, or any Person with the support of any Loan Party filing a motion or any other pleading seeking the entry of an order granting any other superpriority administrative expense claim, modifying the Loan Documents, the Interim Order or the Final Order, or granting relief from the automatic stay to permit any secured creditor (other than the Administrative Agent or any Lender) to enforce or otherwise take action with respect to any Collateral, or any breach by any Loan Party of any provision of either the Interim Order or Final Order, in each case, except as consented to in

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 167 of 211

writing by the Administrative Agent and the Required Lenders in accordance with this Agreement; or (s) Loan Party Payment of Pre-Petition Claims. Payment by any Loan Party or any Debtor of any Pre-Petition claim without the prior written consent of the Required Lenders unless such payment is permitted by the Budget or made pursuant to any “first day” order entered by the Bankruptcy Court in form and substance acceptable to the Administrative Agent; or (t) Actions Against Agent or Lenders. The commencement of any action against the Administrative Agent or any Lender or any Related Party of any of them or against the First Lien Agent or any of the First Lien Lenders by or on behalf of any Loan Party or any of its Affiliates, officers or employees; or (u) Loan Document or Lien Contesting. Any Loan Party shall (a) contest the validity or enforceability of any Loan Document in writing or deny in writing that it has any further liability thereunder, or (b) contest the validity or perfection of the liens and security interests securing the Loans; or (v) Order Non-Compliance. Failure by any Debtor to comply in any material respect with the Interim Order or Final Order, as applicable; or (w) Interim Order Termination. Prior to the entry of the Final Order, the Interim Order shall cease to be in full force and effect or shall have been reversed, modified, amended, stayed, vacated or subject to a stay pending appeal, in the case of any modification or amendment, without the prior written consent of the Secured Parties; or (x) Final Order Termination. The Final Order shall cease to be in full force and effect or shall have been reversed, modified, amended, stayed, vacated or subject to stay pending appeal, in the case of any modification or amendment, without the prior written consent of the Secured Parties; or (y) 506(c) Claims. From and after entry of the Final Order, allowance of any claim under Section 506(c) of the Bankruptcy Code or otherwise against the Administrative Agent, any Lender or the Collateral, or against the First Lien Agent, any First Lien Lender or the “Collateral” (as defined in the First Lien Credit Agreement) securing the “Obligations” (as defined in the First Lien Credit Agreement); or (z) Filing of Unacceptable Plan or Disclosure Statement. The filing of any chapter 11 plan or any amendment thereto or related disclosure statement, or the entry of an order confirming any such chapter 11 plan or approving any such disclosure statement or any such amendment, in each case that is not acceptable to the Administrative Agent and the Required Lenders; or (aa) Termination or Modification of Exclusivity. Any termination or modification of the exclusivity periods set forth in Section 1121 of the Bankruptcy Code unless consented to by the Administrative Agent; or

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 168 of 211

(bb) Restructuring Support Agreement. (i) Any party to the Restructuring Support Agreement terminates the Restructuring Support Agreement, (ii) the Restructuring Support Agreement shall cease to be in full force and effect, or (iii) the Restructuring Support Agreement shall have been amended or otherwise modified without the prior written consent (including any consent given under the Restructuring Support Agreement) of the Administrative Agent acting at the direction of the Required Lenders; and, in each case, a period of five (5) days has lapsed; or (cc) Unapproved Sale. Any sale or other disposition of all or a material portion of the Collateral securing the Loans pursuant to Section 363 of the Bankruptcy Code other than as permitted by the Interim Order or Final Order or the Chapter 11 Plan, or agreed to by the Required Lenders; or (dd) Termination of Cash Collateral. Any order is entered by the Bankruptcy Court or any other court of competent jurisdiction terminating the Debtorsâ&#x20AC;&#x2122; use of cash collateral; or (ee)

Budget.

Failure to comply with the Budget, subject to a Permitted

Variance. SECTION 8.02.

Remedies Upon Event of Default.

If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions: (i) declare the Commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Obligations in an amount equal to the then Outstanding Amount thereof; and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; Notwithstanding the foregoing, prior to the exercise of any enforcement or liquidation remedies against the Collateral, the Administrative Agent shall seek relief from the automatic stay on seven daysâ&#x20AC;&#x2122; notice to foreclose on all or any portion of the Collateral.

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 169 of 211

SECTION 8.03.

[Reserved].

SECTION 8.04.

Application of Funds.

Except as otherwise provided in the Interim Order or Final Order, as applicable, all payments, distributions or proceeds of Collateral received at any time by, or payable or distributable at any time to, the Administrative Agent or any Lender on account of any Obligations shall be applied as follows: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including, but not limited to post petition interest) on the Loans and L/C Borrowings and interest on reimbursement obligations in respect of DIP Letters of Credit, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings and reimbursement obligations in respect of DIP Letters of Credit, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. ARTICLE IX Administrative Agent and Other Agents SECTION 9.01.

Appointment and Authorization of Agents.

(a) Each Lender hereby irrevocably appoints, designates and authorizes each of the Administrative Agent and the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other

100

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 170 of 211

Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, neither the Administrative Agent nor the Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or Participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Existing L/C Issuer shall act on behalf of the L/C Participants with respect to any Existing Letters of Credit issued by it and the documents associated therewith, and the Existing L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article IX with respect to any acts taken or omissions suffered by the Existing L/C Issuer in connection with Existing Letters of Credit issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article IX and in the definition of “Agent-Related Person” included such Existing L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Existing L/C Issuer. (c) Each of the Secured Parties hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) such Secured Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article IX (including Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto. (d)

[Reserved].

(e) Except as provided in Sections 9.09 and 9.11, the provisions of this Article IX are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and neither the Borrower nor any other Loan Party shall have rights as a third-party beneficiary of any of such provisions.

101

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 171 of 211

SECTION 9.02.

Delegation of Duties.

The Administrative Agent and/or Collateral Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more co-agents, sub agents or attorneys-in-fact appointed by the Administrative Agent and/or Collateral Agent. The Administrative Agent and/or Collateral Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Agent-Related Persons. The exculpatory provisions of this Article IX shall apply to any such sub agent and to the Agent-Related Persons of the Administrative Agent and/or Collateral Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent and/or Collateral Agent shall not be responsible for the negligence or misconduct of any sub agents, except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub agents. SECTION 9.03.

Liability of Agents.

No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), (b) except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity (c) be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor the list or identities of, or enforce, compliance with the provisions hereof relating to Disqualified Lenders; provided that, without limiting the generality of the foregoing, the Administrative Agent shall not (i) be obliged to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Lenders or (ii) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Lenders, (d) be responsible in any manner to any Lender or Participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or the Collateral Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, or any other Loan Document, or the creation, perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or the value or the sufficiency of any Collateral or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder, or (e) have any duty to take any discretionary actions or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent-Related Person is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for

102

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 172 of 211

herein or in the other Loan Documents); provided that no Agent-Related Person shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such AgentRelated Person to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt refraining from any action that, in its opinion or the opinion of its counsel, may be a violation of automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. No Agent-Related Person shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the occurrence of any Default the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. SECTION 9.04.

Reliance by Agents.

Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. SECTION 9.05.

Notice of Default.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a â&#x20AC;&#x153;notice of default.â&#x20AC;? The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article VIII; provided that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders. SECTION 9.06.

Credit Decision; Disclosure of Information by Agents.

Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and

103

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 173 of 211

acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of any investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates which may come into the possession of any AgentRelated Person. SECTION 9.07.

Indemnification of Agents.

The Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Personâ&#x20AC;&#x2122;s own gross negligence or willful misconduct, as determined by the final non-appealable judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Each Lender shall reimburse each of the Administrative Agent and the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent or the Collateral Agent, as the case may be, in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent or the Collateral Agent, as the case may be, is not reimbursed for such expenses by or on behalf of the Loan Parties. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent or the Collateral Agent, as the case may be. 104

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 174 of 211

SECTION 9.08.

Agents in Their Individual Capacities.

DBNY and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Borrower and its respective Affiliates as though DBNY were not the Administrative Agent or Collateral Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, DBNY or its Affiliates may receive information regarding the Borrower or its Affiliates (including information that may be subject to confidentiality obligations in favor of the Borrower or such Affiliate) and acknowledge that neither the Administrative Agent nor the Collateral Agent shall be under any obligation to provide such information to them. With respect to its Loans, DBNY and its Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent or the Collateral Agent, and the terms “Lender” and “Lenders” include DBNY in its individual capacity. Any successor to DBNY as the Administrative Agent or the Collateral Agent shall also have the rights attributed to DBNY under this paragraph. SECTION 9.09.

Successor Agents.

Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders shall appoint a successor agent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(a) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint its successor, after consulting with the Lenders and the Borrower. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent” shall mean such successor administrative agent or collateral agent and/or Supplemental Agent, as the case may be, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated. After the retiring Administrative Agent’s or the Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other

105

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 175 of 211

instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agentâ&#x20AC;&#x2122;s or Collateral Agentâ&#x20AC;&#x2122;s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent. SECTION 9.10.

Administrative Agent May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, including the Chapter 11 Cases, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower or the Collateral Agent) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Collateral Agent and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Collateral Agent and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Collateral Agent and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent or the Collateral Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent or the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent or the Collateral Agent under Sections 2.09 and 10.04. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or

106

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 176 of 211

to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. SECTION 9.11.

Collateral and Guaranty Matters.

Each of the Lenders, the L/C Issuers and the L/C Participants irrevocably authorize the Administrative Agent and/or the Collateral Agent: (a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and other Secured Parties; (b) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations not yet accrued and payable) and the expiration or termination or cash collateralization (in a manner reasonably acceptable to the applicable L/C Issuer) of all Letters of Credit, (ii) at the time the property subject to such Lien is Disposed of in connection with any Disposition permitted hereunder or under any other Loan Document to any Person other than a Person required to grant a Lien to the Administrative Agent or the Collateral Agent under the Loan Documents (or, if such transferee is a Person required to grant a Lien to the Administrative Agent or the Collateral Agent on such asset, at the option of the applicable Loan Party, such Lien on such asset may still be released in connection with the transfer so long as (x) the transferee grants a new Lien to the Administrative Agent or Collateral Agent on such asset substantially concurrently with the transfer of such asset, (y) the transfer is between parties organized under the laws of different jurisdictions and at least one of such parties is a Foreign Subsidiary and (z) the priority of the new Lien is the same as that of the original Lien), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (c) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and (d) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Credit Agreements. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent or the Collateral Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such

107

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 177 of 211

documents as the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11. SECTION 9.12.

Other Agents; Managers.

None of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder. SECTION 9.13.

Appointment of Supplemental Agents.

(a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent or the Collateral Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent and the Collateral Agent are hereby authorized to appoint an additional individual or institution selected by the Administrative Agent or the Collateral Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Agent” and collectively as “Supplemental Agents”). (b) In the event that the Collateral Agent appoints a Supplemental Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Collateral Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Agent to the extent, and only to the extent, necessary to enable such Supplemental Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Agent shall run to and be enforceable by either the Collateral Agent or such Supplemental Agent, and (ii) the provisions of this Article IX and of Sections 10.04 and 10.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Agent and all references therein to the Collateral Agent shall be deemed to be references to the Collateral Agent and/or such Supplemental Agent, as the context may require. (c) Should any instrument in writing from any Loan Party be required by any Supplemental Agent so appointed by the Administrative Agent or the Collateral Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, such Loan Party shall execute, acknowledge and deliver any and all such instruments

108

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 178 of 211

promptly upon request by the Administrative Agent or the Collateral Agent. In case any Supplemental Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Agent. SECTION 9.14.

Withholding Tax Indemnity.

To the extent required by any Law, the Administrative Agent may withhold from any payment to any Lender an amount equal to any applicable withholding Tax. If the IRS or any other authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender under any Loan Document (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective), such Lender shall, within ten (10) days after written demand therefor, indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower or any other Loan Party pursuant to Section 3.01 and Section 3.04 and without limiting or expanding the obligation of the Borrower and other Loan Parties to do so) for all amounts paid or payable by the Administrative Agent as Taxes, together with all reasonable expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, the term â&#x20AC;&#x153;Lenderâ&#x20AC;? for purposes of this Section 9.14 shall include each L/C Issuer. ARTICLE X Miscellaneous SECTION 10.01. Amendments, Etc. Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders, or by the Administrative Agent with the consent of the Required Lenders, and such Loan Party and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that any amendment or waiver contemplated in clauses (g) or (i) below, shall only require the consent of such Loan Party or the Required Lenders, as applicable; provided further that no such amendment, waiver or consent shall:

109

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 179 of 211

(a) extend or increase the Commitment of any Lender without the written consent of each Lender holding such Commitment (it being understood that a waiver of any condition precedent or of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender); (b) postpone any date scheduled for, or reduce or forgive the amount of, any payment of principal or interest under Section 2.07 or 2.08 without the written consent of each Lender holding the applicable Obligation (it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest; (c) (i) reduce or forgive the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document (or change the timing of payments of such fees or other amounts) without the written consent of each Lender holding such Loan, L/C Borrowing or to whom such fee or other amount is owed; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate, (ii) reduce or forgive the principal of, or the rate of interest on, any L/C Borrowing or any fee in respect of Existing Letters of Credit without the written consent of the Existing L/C Issuer and the L/C Participants, or (iii) reduce or forgive the principal of, or the rate of interest specified herein on, any reimbursement obligation in respect of any DIP Letter of Credit, or reduce the Cash Collateral requirements in respect of DIP Letters of Credit, without the written consent of the Additional L/C Issuer; (d) change any provision of Section 8.04 or 10.01 or the definition of “Required Lenders,” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of each Lender directly affected thereby; (e) other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; (f) other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the aggregate value of the Guaranty, without the written consent of each Lender; or (g) amend, waive or otherwise modify the portion of the definition of “Interest Period” that provides for one month intervals to automatically allow intervals in excess of six months, without the written consent of each Lender affected thereby; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each affected L/C Issuer in addition to the Lenders required above, affect the rights or duties of an L/C Issuer under this Agreement or relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required

110

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 180 of 211

above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document; and (iii) Section 10.07(i) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms materially and adversely affects any Defaulting Lender (if such Lender were not a Defaulting Lender) to a greater extent than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary contained in Section 10.01, guarantees, collateral security documents and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended, supplemented and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents. SECTION 10.02. Notices and Other Communications; Facsimile Copies. (a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: (i) if to the Borrower (or any other Loan Party) or the Administrative Agent, the Collateral Agent or an L/C Issuer, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and (ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower and the Administrative Agent, the Collateral Agent or an L/C Issuer.

111

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 181 of 211

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii)(A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 10.02(c)), when delivered; provided that notices and other communications to the Administrative Agent, the Collateral Agent and an L/C Issuer pursuant to Article II shall not be effective until actually received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder. (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile or other electronic communication. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders. (c) Reliance by Agents and Lenders. The Administrative Agent, the Collateral Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction. All telephonic notices to the Administrative Agent or Collateral Agent may be recorded by the Administrative Agent or the Collateral Agent, and each of the parties hereto hereby consents to such recording. SECTION 10.03. No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent or the Collateral Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law. SECTION 10.04. Attorney Costs and Expenses. The Borrower agrees (a) to pay or reimburse the Administrative Agent, the Collateral Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution, performance and administration of this Agreement and the other Loan Documents, and any amendment,

112

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 182 of 211

waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Financial Advisor costs of Houlihan Lokey and all Attorney Costs of Jones Day and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole and one primary counsel and one local counsel for the Agents) and (b) to pay or reimburse the Administrative Agent, the Collateral Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Financial Advisor costs of Houlihan Lokey and all Attorney Costs of Jones Day (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole and one primary counsel and one local counsel for the Agents)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent or the Lenders. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid in accordance with the Interim Order or the Final Order, as applicable. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. SECTION 10.05. Indemnification by the Borrower. The Borrower shall, jointly and severally, indemnify and hold harmless each AgentRelated Person, each Lender and each of their respective Affiliates, and each of the officers, directors, employees, partners, agents, advisors and other representatives of each of the foregoing (collectively the â&#x20AC;&#x153;Indemniteesâ&#x20AC;?) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected Indemnitees) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, (c) any actual or alleged presence or Release of Hazardous Materials at, on, under or from any property or facility currently or formerly owned, leased or operated by the Loan Parties or any Subsidiary, or any Environmental Liability related in any way to any Loan 113

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 183 of 211

Parties or any Subsidiary, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto, AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF AN INDEMNITEE (all the foregoing, collectively, the â&#x20AC;&#x153;Indemnified Liabilitiesâ&#x20AC;?); provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction or (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party and for any out-of-pocket expenses); it being agreed that this sentence shall not limit the indemnification obligations of Parent, the Borrower or any Subsidiary. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within ten (10) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent or Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. SECTION 10.06. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in 114

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 184 of 211

connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall, to the fullest extent possible under provisions of applicable Law, be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect. SECTION 10.07. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (except as permitted by Section 7.04) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Assignee pursuant to an assignment made in accordance with the provisions of Section 10.07(b) (such an assignee, an “Eligible Assignee”) and (A) in the case of any Assignee that, immediately prior to or upon giving effect to such assignment, is an Affiliated Lender, Section 10.07(l), (B) in the case of any Assignee that is Parent or any of its Subsidiaries, Section 10.07(m), or (C) in the case of any Assignee that, immediately prior to or upon giving effect to such assignment, is a Debt Fund Affiliate, Section 10.07(p), (ii) by way of participation in accordance with the provisions of Section 10.07(f), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(h) or (iv) to an SPC in accordance with the provisions of Section 10.07(i) (and any other attempted assignment or transfer by any party hereto shall be null and void); provided, however, that notwithstanding anything to the contrary, no Lender may assign or transfer by participation any of its rights or obligations hereunder to (i) any Person that is a Defaulting Lender or a Disqualified Lender, (ii) a natural Person or (iii) to Parent, the Borrower or any of their respective Subsidiaries (except pursuant to Section 10.07(m)). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(f) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment (i) of all or any portion of a Loan to a Lender, an Affiliate of a Lender or an Approved Fund, (ii) all or any portion of the Loans pursuant to Section 10.07(l) or Section 10.07(m); (ii)

Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of

115

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 185 of 211

the assigning Lenderâ&#x20AC;&#x2122;s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000, and shall be in increments of an amount of $1,000,000 in excess thereof (provided that simultaneous assignments to or from two or more Approved Funds shall be aggregated for purposes of determining compliance with this Section 10.07(b)(ii)(A)), unless each of the Borrower and the Administrative Agent otherwise consents; provided that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (or if previously agreed with the Administrative Agent, manually), together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds; and (C) other than in the case of assignments pursuant to Section 10.07(m), the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire (in which the Assignee shall designate one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assigneeâ&#x20AC;&#x2122;s compliance procedures and applicable laws, including federal and state securities laws) and all applicable tax forms required pursuant to Section 3.01(d). This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis among such Facilities, or from assigning its outstanding Loans without an assumption by the assignee thereof of its remaining Commitments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall

116

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 186 of 211

become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. (c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Sections 10.07(d) and (e), from and after the effective date specified in each Assignment and Assumption, (1) other than in connection with an assignment pursuant to Section 10.07(m), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and (2) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(f). (d) The Administrative Agent, acting solely for this purpose as a nonfiduciary agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption, each Affiliated Lender Assignment and Assumption delivered to it, and each notice of cancellation of any Loans delivered by the Borrower pursuant to Section 10.07(m) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of (and stated interest on) the Loans, L/C Obligations (specifying the Unreimbursed Amounts or unreimbursed obligations in respect of DIP Letters of Credit), L/C Borrowings and the amounts due under Section 2.03 and Section 2.04, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice. This Section 10.07(d) and Section 2.11 shall be construed so that all Loans are at all times maintained in “registered form” within the meaning of Section 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations (or any other relevant or successor provisions of the Code or of such Treasury regulations). Notwithstanding the foregoing, in no event shall the Administrative Agent be obligated to ascertain, monitor or inquire as to whether any Lender is an Affiliated Lender nor shall the Administrative Agent be obligated to monitor the aggregate amount of Loans held by Affiliated Lenders. Upon request by the Administrative Agent, the Borrower shall (i) promptly (and in any case, not less than 5 Business Days (or shorter period as agreed to by the Administrative Agent) prior to the proposed effective date of any amendment, consent or waiver pursuant to Section 10.01) provide to the Administrative Agent, a complete list of all Affiliated Lenders holding Loans at such time and (ii) not less than 5 Business Days (or shorter period as agreed to by the Administrative Agent) prior to the proposed effective date of 117

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 187 of 211

any amendment, consent or waiver pursuant to Section 10.01, provide to the Administrative Agent, a complete list of all Debt Fund Affiliates holding Loans at such time. (e) Upon its receipt of, and consent to, a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, an Administrative Questionnaire completed in respect of the assignee (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) above, if applicable, and the written consent of the Administrative Agent, if required, and, if required, each L/C Issuer to such assignment and any applicable tax forms required pursuant to Section 3.01(d), the Administrative Agent shall promptly (i) accept such Assignment and Assumption and (ii) record the information contained therein in the Register. No assignment shall be effective unless it has been recorded in the Register as provided in this paragraph (e). (f) Any Lender may at any time sell participations to any Person, subject to the proviso to Section 10.07(a) (each, a “Participant”), in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that requires the affirmative vote of such Lender. Subject to Section 10.07(g), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of such Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(c). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts of (and stated interest on) each participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) except to the extent that such disclosure is necessary in connection with an audit or other proceeding to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

118

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 188 of 211

(g) A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent, not to be unreasonably withheld or delayed; for the avoidance of doubt, the Borrower shall have reasonable basis for withholding consent if such Participant after the sale would result in materially increased obligations to the Borrower at such time under Sections 3.01, 3.04 and/or 3.05. (h) Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (i) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof and (iii) such SPC and the applicable Loan or any applicable part thereof, shall be appropriately reflected in the Participant Register. Each party hereto hereby agrees that (i) an SPC shall be entitled to the benefit of Sections 3.01, 3.04 and 3.05 (subject to the requirements and the limitations of such section), but neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement except in the case of Section 3.01 or 3.04, to the extent that the grant to the SPC was made with the prior written consent of the Borrower (not to be unreasonably withheld or delayed; for the avoidance of doubt, the Borrower shall have reasonable basis for withholding consent if an exercise by SPG immediately after the grant would result in materially increased indemnification obligations to the Borrower at such time), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC. (j) Notwithstanding anything to the contrary contained herein, without the consent of the Borrower or the Administrative Agent, (1) any Lender may in accordance with

119

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 189 of 211

applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise. (k) Notwithstanding anything to the contrary contained herein, an L/C Issuer may, upon thirty (30) days’ notice to the Borrower and, in the case of the Existing L/C Issuer, the L/C Participants, resign as an L/C Issuer; provided that on or prior to the expiration of such 30day period with respect to such resignation, the L/C Issuer shall have identified a successor L/C Issuer reasonably acceptable to the Borrower and, in the case of the Existing L/C Issuer, the L/C Participants whose reimbursement obligations represent at least a majority of the stated amount of the Existing Letters of Credit then outstanding, willing to accept its appointment as successor L/C Issuer. If an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the L/C Participants to fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). (l) Any Lender may, so long as no Default or Event of Default has occurred and is continuing, at any time, assign all or a portion of its rights and obligations with respect to Loans under this Agreement to a Person who is or will become, after such assignment, an Affiliated Lender through (x) Dutch auctions open to all Lenders on a pro rata basis or (y) open market purchases on a non-pro rata basis, in each case subject to the following limitations: (i) the assigning Lender and the Affiliated Lender purchasing such Lender’s Loans shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit L-1 hereto (an “Affiliated Lender Assignment and Assumption”); (ii) Affiliated Lenders will not receive information provided solely to Lenders by the Administrative Agent or any Lender and will not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans or Commitments required to be delivered to Lenders pursuant to Article II; (iii)

[Reserved]; and

(iv) as a condition to each assignment pursuant to this clause (l), the Administrative Agent shall have been provided a notice in the form of Exhibit L-2 to this Agreement in connection with each assignment to an Affiliated Lender or a Person that

120

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 190 of 211

upon effectiveness of such assignment would constitute an Affiliated Lender pursuant to which such Affiliated Lender shall waive any right to bring any action in connection with such Loans against the Administrative Agent, in its capacity as such. Each Affiliated Lender agrees to notify the Administrative Agent promptly (and in any event within ten (10) Business Days) if it acquires any Person who is also a Lender, and each Lender agrees to notify the Administrative Agent promptly (and in any event within ten (10) Business Days) if it becomes an Affiliated Lender. Such notice shall contain the type of information required and be delivered to the same addressee as set forth in Exhibit L-2. (m) Any Lender may, so long as no Default or Event of Default has occurred and is continuing, at any time, assign all or a portion of its rights and obligations with respect to Loans under this Agreement to Parent or the Borrower through (x) Dutch auctions open to all Lenders on a pro rata basis or (y) notwithstanding Sections 2.12 and 2.13 or any other provision in this Agreement, open market purchase on a non-pro rata basis; provided, that, in connection with assignments pursuant to clause (y) above: (i) if Parent is the assignee, upon such assignment, transfer or contribution, Parent shall automatically be deemed to have contributed the principal amount of such Loans, plus all accrued and unpaid interest thereon, to the Borrower, which Loans shall be automatically cancelled in accordance with clause (ii) below; and (ii) if the assignee is the Borrower (including through contribution or transfers set forth in clause (i) above), (a) the principal amount of such Loans, along with all accrued and unpaid interest thereon, so contributed, assigned or transferred to the Borrower shall be deemed automatically cancelled and extinguished on the date of such contribution, assignment or transfer, (b) the aggregate outstanding principal amount of Loans of the remaining Lenders shall reflect such cancellation and extinguishing of the Loans then held by the Borrower and (c) the Borrower shall promptly provide notice to the Administrative Agent of such contribution, assignment or transfer of such Loans, and the Administrative Agent, upon receipt of such notice, shall reflect the cancellation of the applicable Loans in the Register. (n) Notwithstanding anything in Section 10.01 or the definition of â&#x20AC;&#x153;Required Lenders,â&#x20AC;? to the contrary, for purposes of determining whether the Required Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, or subject to Section 10.07(o), any plan of reorganization pursuant to the U.S. Bankruptcy Code, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, no Affiliated Lender shall have any right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender to take (or refrain from taking) any such action and: (A) all Loans held by any Affiliated Lenders shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders have taken any actions; and

121

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 191 of 211

(B) all Loans held by Affiliated Lenders shall be deemed to be not outstanding for all purposes of calculating whether all Lenders have taken any action unless the action in question affects such Affiliated Lender in a disproportionately adverse manner than its effect on other Lenders. (o) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender hereby agrees that and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a disproportionately adverse manner to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliated Lenders. (p) Notwithstanding anything in Section 10.01 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, all Loans held by Debt Fund Affiliates may not account for more than 49.9% (pro rata among such Debt Fund Affiliates) of the Loans of consenting Lenders included in determining whether the Required Lenders have consented to any action pursuant to Section 10.01. SECTION 10.08. Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information and not to disclose such information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ managers, administrators, directors, officers, employees, trustees, partners, investors, investment advisors and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority or self-regulatory authority having or asserting jurisdiction over such Person (including any Governmental Authority regulating any Lender or its Affiliates); (c) to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Facilities or market data collectors, similar services providers to the lending industry and service providers to the Administrative Agent in connection with the administration and management of this Agreement and the Loan Documents; (d) to the extent required by applicable

122

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 192 of 211

Laws or regulations or by any subpoena or similar legal process; (e) to any other party to this Agreement; (f) to any pledgee referred to in Section 10.07(h), Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in any of its rights or obligations under this Agreement (provided that the disclosure of any such Information to any Lenders or Eligible Assignees or Participants shall be made subject to the acknowledgement and acceptance by such Lender, Eligible Assignee or Participant that such Information is being disseminated on a confidential basis (on substantially the terms set forth in this Section 10.08 or as otherwise reasonably acceptable to the Borrower, including, without limitation, as agreed in any Borrower Materials) in accordance with the standard processes of the Administrative Agent or customary market standards for dissemination of such type of Information; (g) with the written consent of the Borrower; (h) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08 or becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than a Loan Party or any Sponsor or their respective Affiliates (so long as such source is not known to the Administrative Agent, such Lender, such L/C Issuer or any of their respective Affiliates to be bound by confidentiality obligations to any Loan Party); (i) to any Governmental Authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; (j) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to Loan Parties and their Subsidiaries received by it from such Lender) or to the CUSIP Service Bureau or any similar organization; (k) in connection with the exercise of any remedies hereunder, under any other Loan Document or the enforcement of its rights hereunder or thereunder or (l) to the extent such Information is independently developed by the Administrative Agent, such Lender, such L/C Issuer or any of their respective Affiliates; provided that no disclosure shall be made to any Disqualified Lender. In addition, the Agents and the Lenders may disclose the existence of this Agreement and publicly available information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section 10.08, “Information” means all information received from the Loan Parties relating to any Loan Party, its Affiliates or its Affiliates’ directors, managers, officers, employees, trustees, investment advisors or agents, relating to Parent, the Borrower or any of their Subsidiaries or its business, other than any such information that is publicly available to any Agent, any L/C Issuer or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08; provided that, in the case of information received from a Loan Party after the Closing Date, such information is clearly identified at the time of delivery as confidential or is delivered pursuant to Section 6.01, 6.02 or 6.03 hereof. SECTION 10.09. Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at 123

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 193 of 211

any time held by, and other Indebtedness at any time owing by, such Agent, such Lender and such Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent, such Lender and such Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may have. SECTION 10.10. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of nonusurious interest permitted by applicable Law (the â&#x20AC;&#x153;Maximum Rateâ&#x20AC;?). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. SECTION 10.11. Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission.

124

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 194 of 211

SECTION 10.12. Integration; Termination. This Agreement, together with the other Loan Documents and the Fee Letter, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof. SECTION 10.13. Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. SECTION 10.14. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.14, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or the Existing L/C Issuer, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited. SECTION 10.15. GOVERNING LAW. (a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE. (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, 125

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 195 of 211

MAY BE BROUGHT IN THE BANKRUPTCY COURT AND, IF THE BANKRUPTCY COURT DOES NOT HAVE (OR ABSTAINS FROM) JURISDICTION, THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH LOAN PARTY, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER OR OTHER ELECTRONIC TRANSMISSION) IN SECTION 10.02. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. SECTION 10.16. WAIVER OF RIGHT TO TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.16 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. SECTION 10.17. Binding Effect; Effect of Restatement. This Agreement shall become effective when it shall have been executed by the Loan Parties, the Administrative Agent, the Collateral Agent, the L/C Issuers, and the Administrative Agent shall have been notified by each Lender and the L/C Issuers that each Lender and the L/C Issuers have executed it and thereafter shall be binding upon and inure to the benefit of the Loan Parties, each Agent and each Lender and their respective successors and assigns, in each case in

126

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 196 of 211

accordance with Section 10.07 (if applicable) and except that no Loan Party shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04. SECTION 10.18. USA Patriot Act. Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower and each Guarantor that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes the name, address and tax identification number of the Borrower and the Guarantors and other information regarding the Borrower and the Guarantors that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower and the Guarantors in accordance with the USA Patriot Act. This notice is given in accordance with the requirements of the USA Patriot Act and is effective as to the Lenders and the Administrative Agent. SECTION 10.19. No Advisory or Fiduciary Responsibility. (a) In connection with all aspects of each transaction contemplated hereby, each Loan Party acknowledges and agrees, and acknowledges its Affiliatesâ&#x20AC;&#x2122; understanding, that (i) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an armâ&#x20AC;&#x2122;s-length commercial transaction between the Borrower and its Affiliates, on the one hand, and the Agents and the Lenders, on the other hand, and the Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such transaction, each of the Agents and the Lenders is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person, (iii) none of the Agents or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent or Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Agents or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents, (iv) the Agents and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, those of the Borrower and its Affiliates, and none of the Agents or the Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and (v) the Agents and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. Each Loan Party hereby waives and releases, to the fullest extent permitted by law, any claims that it may

127

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 197 of 211

have against the Agents and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty under applicable law relating to agency and fiduciary obligations. Each Loan Party acknowledges and agrees that each Lender and any affiliate thereof may lend money to, invest in, and generally engage in any kind of business with, any of the Borrower, Parent, the Sponsor, any Affiliate of the foregoing or any other person or entity that may do business with or own securities of any of the foregoing, all as if such Lender or Affiliate thereof were not a Lender (or an agent or any other person with any similar role under the Facilities) and without any duty to account therefor to any other Lender, Parent, the Borrower, the Sponsor or any Affiliate of the foregoing. Each Lender and any affiliate thereof may accept fees and other consideration from Parent, the Borrower, any Sponsor or any Affiliate of the foregoing for services in connection with this Agreement, the Facilities or otherwise without having to account for the same to any other Lender, Parent, the Borrower, the Sponsor or any Affiliate of the foregoing. Some or all of the Lenders may have directly or indirectly acquired certain equity interests (including warrants) in Parent, the Borrower, the Sponsor or an Affiliate of the foregoing or may have directly or indirectly extended credit on a subordinated basis to Parent, the Borrower, the Sponsor or an Affiliate of the foregoing. Each party hereto, on its behalf and on behalf of its affiliates, acknowledges and waives the potential conflict of interest resulting from any such Lender or an Affiliate thereof holding disproportionate interests in the extensions of credit under the Facilities or otherwise acting as arranger or agent thereunder and such Lender or Affiliate thereof directly or indirectly holding equity interests in or subordinated debt issued by Sponsor, Borrower, the Sponsor or an Affiliate of the foregoing. SECTION 10.20. Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based record keeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. SECTION 10.21. Effect of Certain Inaccuracies. In the event that any financial statement or Compliance Certificate previously delivered pursuant to Section 6.02 was inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Rate for any period (an “Applicable Period”) than the Applicable Rate applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Administrative Agent a corrected financial statement and a corrected Compliance Certificate for such Applicable Period, (ii) the Applicable Rate shall be determined based on the corrected Compliance Certificate for such Applicable Period, and (iii) the Borrower shall within 15 days after the delivery of the corrected financial statements and Compliance Certificate pay to the Administrative Agent the accrued additional interest or fees owing as a result of such increased Applicable Rate for such Applicable Period.

128

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 198 of 211

This Section 10.21 shall not limit the rights of the Administrative Agent or the Lenders with respect to Sections 2.08(b) and 8.01. SECTION 10.22. Conflicts with Other Loan Documents, Interim Order or Final Order. In the event there is a conflict or inconsistency between this Agreement and any other Loan Document (other than the Interim Order or Final Order), the terms of this Agreement shall control; provided that any provision of the Collateral Documents which imposes additional burdens on the Loan Parties or further restricts the rights of the Loan Parties or gives the Administrative Agent or Lenders additional rights, in each case, with respect to the Collateral, shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect. Notwithstanding anything to the contrary in the preceding sentence, in the event of any inconsistency between the terms and conditions of this Agreement and the Interim Order or the Final Order (whichever is then in effect), the provisions of the Interim Order or the Final Order (whichever is then in effect) shall govern and control. ARTICLE XI Guaranty SECTION 11.01. The Guaranty. Each Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not merely as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, the Borrower, and all other Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document, strictly in accordance with the terms thereof (such obligations being herein collectively called the â&#x20AC;&#x153;Guaranteed Obligationsâ&#x20AC;?). The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. SECTION 11.02. Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution,

129

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 199 of 211

release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder (and each Guarantor hereby also waives to the extent permitted by Law any defenses it may have arising from the following), which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above: (i) at any time or from time to time, without notice to the Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted; (iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.10 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) any Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or (v)

the release of any other Guarantor pursuant to Section 11.10.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured

130

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 200 of 211

Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. SECTION 11.03. Reinstatement. The obligations of the Guarantors under this Article XI shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in insolvency, bankruptcy or reorganization or otherwise. SECTION 11.04. Subrogation; Subordination. (a) Each Guarantor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 11.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. (b) Each Guarantor hereby subordinates any and all debt liabilities and other obligations owed to such Guarantor by each other Loan Party (the “Subordinated Obligations”) to the Guaranteed Obligations to the extent and in the manner hereinafter set forth in this Section 11.04(b). (i) Unless the Administrative Agent shall otherwise agree, no Guarantor shall demand, accept or take any action to collect any payment on account of the Subordinated Obligations, other than the filing of proofs of claim or other similar requirements to preserve its rights as creditor. (ii) In any proceeding under any Debtor Relief Law, including the Chapter 11 Cases, relating to any other Loan Party, each Guarantor agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of proceeding under any Debtor Relief Law whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations. (iii) After the occurrence and during the continuation of any Event of Default, each Guarantor shall, if the Administrative Agent so requests, collect, enforce and receive payments on account of the Subordinated Obligations as trustee for the Secured Parties 131

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 201 of 211

and deliver such payments to the Administrative Agent on account of the Guaranteed Obligations (including all Post Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of such Guarantor under the other provisions of this Agreement. (iv) After the occurrence and during the continuation of any Event of Default, the Administrative Agent is authorized and empowered (but without any obligation to so do), in its discretion, (i) in the name of each Guarantor, to collect and enforce, and to submit claims in respect of, Subordinated Obligations and to apply any amounts received thereon to the Guaranteed Obligations (including any and all Post Petition Interest), and (ii) to require each Guarantor (A) to collect and enforce, and to submit claims in respect of, Subordinated Obligations and (B) to pay any amounts received on such obligations to the Administrative Agent for application to the Obligations (including any and all Post Petition Interest). SECTION 11.05. Remedies. The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.02) for purposes of Section 11.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 11.01. SECTION 11.06. Instrument for the Payment of Money. Each Guarantor hereby acknowledges that the guarantee in this Article XI constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213. SECTION 11.07. Continuing Guaranty. The guarantee in this Article XI is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising. SECTION 11.08. General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the 132

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 202 of 211

contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.11) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. SECTION 11.09. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each Guarantor assumes and incurs under this Guaranty, and agrees that none of any Agent, any L/C Issuer or any Lender shall have any duty to advise any Guarantor of information known to it regarding those circumstances or risks. SECTION 11.10. Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall, at such Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement. SECTION 11.11. Right of Contribution. Each Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 11.04.

133

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 203 of 211

The provisions of this Section 11.11 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent, the L/C Issuers and the Lenders, and each Subsidiary Guarantor shall remain liable to the Administrative Agent, the L/C Issuers and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder. [Signature Pages Follow]

134

Case 17-32660 Document 19-2 Filed in TXSB on 05/01/17 Page 204 of 211

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

FR AFG HOLDINGS, INC., as Parent By: Name: Title: [SUBSIDIARY GUARANTORS], as a Guarantor By: Name: Title: