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UNITED STATES



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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K



REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: August 24, 2018

Commission Book Cardinal 001-35345

PACIFIC DRILLING S.A.

8-10, Avenue de la Gare

L-1610 Luxembourg

(Address of arch authoritative offices)

Indicate by analysis mark whether the apprentice files or will book ceremony belletrist beneath awning of Anatomy 20-F or Anatomy 40-F.

Form 20-F ☒         Anatomy 40-F ☐

Indicate by analysis mark if the apprentice is adjustment the Anatomy 6-K in cardboard as able by Adjustment S-T Aphorism 101(b)(1):

Yes ☐         No ☒

Indicate by analysis mark if the apprentice is adjustment the Anatomy 6-K in cardboard as able by Adjustment S-T Aphorism 101(b)(7):

Yes ☐         No ☒

Indicate by analysis mark whether the apprentice by accommodation the admonition complete in this Form, is additionally thereby accommodation the admonition to the Agency pursuant to Aphorism 12g3-2(b) beneath the Antithesis Barter Act of 1934.

Yes ☐         No ☒

If “Yes” is marked, announce beneath the book cardinal assigned to the apprentice in amalgamation with Aphorism 12g3-2(b): n/a

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Background

As ahead disclosed, on November 12, 2017, Pacific Conduct S.A. (the “Company”) and assertive of its subsidiaries (collectively with the Company, the “Debtors”) filed autonomous petitions for abatement beneath Associate 11 of Appellation 11 of the United States Cipher in the United States Defalcation Cloister for the Southern District of New York (the “Bankruptcy Court”), which are actuality accordingly administered beneath the explanation In re Pacific Conduct S.A., et al., Case No. 17-13193 (MEW).

On July 31, 2018, the Debtors filed with the Defalcation Cloister the Debtors’ Collective Associate 11 Plan of About-face (the “Plan”), which provides for the complete restructuring and recapitalization of the Debtors through the afterward arch transactions:

a $700.0 million arising of addendum crumbling at atomic bristles years afterward their issuance, anchored by a first-priority aegis absorption in and affirmation on assertive of the Debtors’ assets (the “First Affirmation Notes”);

a $300.0 million arising of addendum crumbling at atomic seven years afterwards their issuance, with absorption payable in affectionate or in cash, at the advantage of the issuer, anchored by a second-priority aegis absorption in and affirmation on assertive of the Debtors’ assets (the “Second Affirmation PIK Notes”);

$500.0 million in new disinterestedness offered through a rights alms and a clandestine adjustment to Holders of Accustomed Appellation Accommodation B Claims, Accustomed 2017 Addendum Claims, and Accustomed 2020 Addendum Claims (each as authentic in the Plan), and a clandestine adjustment to QPGL (as authentic below); and

the arising of accustomed shares to Holders of Accustomed Appellation Accommodation B Claims, Accustomed 2017 Addendum Claims, and Accustomed 2020 Addendum Claims.

Consummation of the Plan is accountable to beheading and allegation of complete agreements, Defalcation Cloister approval, achievement of the restructuring affairs and added accustomed conditions.

As a aftereffect of added Defalcation Cloister ordered mediation, on August 15, 2018, the Company’s majority shareholder, Quantum Pacific (Gibraltar) Apprenticed (“QPGL”), and the ad hoc accumulation of holders of the Company’s Appellation Accommodation B, 2017 Addendum and 2020 Addendum (the “Ad Hoc Group”) accomplished an acceding (the “Global Adjustment Agreement”), pursuant to which (i) QPGL or one or added of its designees will abode orders to acquirement $100 million of the Aboriginal Affirmation Addendum and $100 million of the Added Affirmation PIK Toggle Addendum to be issued pursuant to the third-party amalgamated costs brash by the Plan, and (ii) QPGL will accomplish to acquirement $50 million of the new disinterestedness of the Aggregation through a clandestine placement. Beneath the All-around Adjustment Agreement, the Aggregation agrees to pay QPGL’s reasonable fees and abroad costs incurred in amalgamation with the Company’s Associate 11 proceedings, not to beat $13.0 million in the aggregate.

Commitment Letter (New Notes)

In amalgamation with the alms of the Aboriginal Affirmation Addendum and Added Affirmation PIK Notes, on August 24, 2018, the Aggregation entered into a allegation letter with Acclaim Suisse Antithesis (USA) LLC (the “Initial Purchaser”), absorbed to this abode on Anatomy 6-K as Exhibit 99.1 (the “Commitment Letter”), pursuant to which, accountable to the acceding and altitude in the Allegation Letter, the Antecedent Applicant has agreed to (i) execute and buck a acquirement acceding pursuant to which the Antecedent Applicant will accede to acquirement

from the Aggregation $700.0 million accumulated arch bulk of Aboriginal Affirmation Addendum and (ii) market the Added Affirmation PIK Addendum on an uncommitted basis.

On August 23, 2018, the Defalcation Cloister entered an adjustment acknowledging the Company’s acceptance into the Allegation Letter and acceding the Debtors to acceptance and pay assertive accompanying fees and/or premiums, indemnities, costs and expenses.

Second Affirmation Addendum Allegation Acceding

In amalgamation with the alms of the Added Affirmation PIK Notes, on August 24, 2018, the Aggregation entered into that assertive allegation acceding (as adapted on August 29, 2018, the “Second Affirmation Allegation Agreement”) with assertive associates of the Ad Hoc Accumulation (the “Second Affirmation Allegation Parties”), absorbed to this abode on Anatomy 6-K as Exhibit 99.2, pursuant to which, accountable to the acceding and altitude set alternating in the Added Affirmation Allegation Agreement, the Added Affirmation Allegation Parties acquire agreed, severally and not jointly, to acquirement their pro rata allotment of the Added Affirmation PIK Addendum not purchased in the alms of such notes. In barter for such commitment, ceremony Added Affirmation Allegation Affair will be advantaged to acquire its pro rata allotment of a $24 million Added Affirmation Allegation Fee, which is according to 8% of the antecedent accumulated arch bulk of Added Affirmation PIK Addendum actuality issued, which will be paid in Added Affirmation PIK Notes, added than in the accident that such Added Affirmation Allegation Fee is payable in amalgamation with a abortion of the Added Affirmation Allegation Acceding (as declared below), in which case such Added Affirmation Allegation Fee would be paid in cash.

The Added Affirmation Allegation Acceding is apprenticed by the Debtors and/or the Added Affirmation Allegation Parties beneath several circumstances, including the abortion of the Plan Abutment Acceding or the abortion of the Added Affirmation PIK Addendum to be issued by 11:59 p.m. on November 30, 2018. The Debtors are additionally adapted to pay a abortion fee in the bulk of $24 million in banknote to the Added Affirmation Allegation Parties if the Added Affirmation Allegation Acceding is concluded beneath assertive circumstances.

On August 30, 2018, the Defalcation Cloister accustomed the backstop allegation by the Added Affirmation Allegation Parties and the allegation exceptional payable to the Added Affirmation Allegation Parties, in ceremony case as agreed in the Added Affirmation Allegation Agreement, but the butt of the Added Affirmation Allegation Acceding and accompanying abstracts referenced therein abide accountable to the advancing analysis of the Defalcation Court.

KEIP

On August 30, 2018, the Defalcation Cloister entered an adjustment acknowledging and acceding the Debtors’ accomplishing of the proposed 2018 key abettor allurement plan (the “KEIP”) and acceding the Debtors to accomplish payments to assertive advisers beneath the KEIP.

On August 31, 2018, the Aggregation issued a columnist absolution advertisement developments in its defalcation proceedings. A archetype of the columnist absolution is absorbed to this abode on Anatomy 6-K as Exhibit 99.3.

The admonition complete in this Anatomy 6-K is for advising purposes alone and does not accumulated an activity to buy, nor a abode of an activity to sell, any antithesis of the Company, nor does it accumulated a abode of accord from any bodies with anniversary to the affairs declared herein. While we apprehend the restructuring to booty abode in accordance with the Plan, there can be no affirmation that the Aggregation will be accustomed in commutual any restructuring. You are apprenticed to apprehend the acknowledgment materials, including the Plan and the Acknowledgment Statement, for added important admonition apropos the restructuring.

The aloft description of ceremony of the Allegation Letter and the Added Affirmation Allegation Acceding is alone a summary, does not acceptation to be complete, and is able in its absoluteness by advertence to the Allegation Letter and the Added Affirmation Allegation Agreement, absorbed as Exhibits to this abode on Anatomy 6-K and congenital herein by reference.

The admonition complete in this Anatomy 6-K shall not be accounted “filed” for purposes of Section 18 of the Antithesis Barter Act of 1934, as amended, or contrarily accountable to the liabilities of that section, nor shall it be accounted congenital by advertence into any of the Company’s filings beneath the Antithesis Act of 1933, as amended, or the Antithesis Barter Act of 1934, as amended, whether fabricated afore or afterwards the date hereof and behindhand of any accustomed assimilation accent in such filings, except to the admeasurement especially set alternating by specific advertence in such a filing. The filing of this abode on Anatomy 6-K shall not be accounted an acceptance as to the achievement of any admonition herein.

Disclosure Apropos Forward-Looking Statements

Certain statements and admonition complete herein accumulated “forward-looking statements” aural the acceptation of the safe anchorage accoutrement of the Clandestine Antithesis Activity Reform Act of 1995, and are about identifiable by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “our adeptness to,” “may,” “plan,” “predict,” “project,” “potential,” “projected,” “should,” “will,” “would,” or added agnate words, which are about not complete in nature. The avant-garde statements allege alone as of the date hereof, and we undertake no obligation to about adapt or adapt any avant-garde statements afterwards the date they are made, whether as a aftereffect of new information, approaching contest or otherwise.

Our avant-garde statements accurate our accustomed expectations or forecasts of accessible approaching after-effects or events, including our approaching cyberbanking and operational achievement and banknote balances; acquirement adeptness levels; bazaar outlook; forecasts of trends; approaching applicant adjustment opportunities; adjustment dayrates; business strategies and affairs and objectives of management; estimated continuance of applicant contracts; backlog; accustomed basic expenditures; projected costs and savings; the abeyant appulse of our Associate 11 affairs on our approaching operations and adeptness to accounts our business; our adeptness to complete the restructuring affairs brash by our plan of reorganization; projected costs and costs in amalgamation with our plan of reorganization; and our adeptness to appear from our Associate 11 affairs and abide as a activity concern.

Although we acquire that the assumptions and expectations reflected in our avant-garde statements are reasonable and fabricated in able faith, these statements are not guarantees, and complete approaching after-effects may adapt materially due to a adjustment of factors. These statements are accountable to a cardinal of risks and uncertainties and are based on a cardinal of judgments and assumptions as of the date such statements are fabricated about approaching events, abounding of which are aloft our control. Complete contest and after-effects may adapt materially from those anticipated, estimated, projected or adumbrated by us in such statements due to a adjustment of factors, including if one or added of these risks or uncertainties materialize, or if our basal assumptions prove incorrect.

Important factors that could anniversary complete after-effects to adapt materially from our expectations include: the all-around oil and gas bazaar and its appulse on abode for our services; the adopted conduct market, including bargain basic expenditures by our clients; changes in accustomed oil and gas accumulation and demand; rig availability and accumulation and abode for aerial blueprint drillships and added conduct rigs aggressive with our fleet; costs accompanying to stacking of rigs; our adeptness to acceptance into and accommodate favorable acceding for new conduct affairs or extensions; our adeptness to auspiciously accommodate and able complete affairs and amuse added accustomed altitude with anniversary to belletrist of absorbed and belletrist of accolade that we acquire for our drillships; our abundant akin of indebtedness; accessible cancellation, renegotiation, abortion or abeyance of conduct affairs as a aftereffect of automated difficulties, performance, bazaar changes or added reasons; our adeptness to assassinate our business plan and abide as a activity affair in the connected term; our adeptness to acceptance

Defalcation Cloister approval with anniversary to motions or added requests fabricated to the Defalcation Cloister in our Associate 11 proceedings, including advancement cardinal ascendancy as debtor in-possession; our adeptness to affirm and able our plan of about-face in accordance with the acceding of the Plan and the settlement; risks accessory to the defalcation activity including the furnishings of our Associate 11 affairs on our operations and agreements, including our relationships with employees, authoritative authorities, clients, suppliers, banks and added costs sources, allowance companies and added third parties; the furnishings of our Associate 11 affairs on our Aggregation and on the interests of assorted constituents, including holders of our accustomed shares and debt instruments; the abeyant adverse furnishings of our Associate 11 affairs on our liquidity, after-effects of operations, or business prospects; the aftereffect of Defalcation Cloister rulings in our Associate 11 affairs as able-bodied as all added awaiting activity and adjudication matters; the breadth of time that we will accomplish beneath Associate 11 aegis and the connected availability of operating basic during the pendency of the proceedings; our adeptness to acceptance able debtor-in-possession costs or use banknote collateral; risks associated with third-party motions in our Associate 11 proceedings, which may baffle with our adeptness to adapted affirm and able our plan of about-face and restructuring generally; added advising costs including authoritative and accustomed costs to complete our plan of about-face and added litigation; the accident that our plan of about-face may not be accustomed or confirmed, in which case there can be no affirmation that our Associate 11 affairs will abide rather than be adapted to Associate 7 defalcation cases or that any accession plan of about-face would be on acceding as favorable to holders of claims and interests as the acceding of our Plan; the cost, availability and acceptance to basic and cyberbanking markets, including the adeptness to defended new costs afterwards arising from our Associate 11 proceedings; and the added accident factors declared in our 2017 Ceremony Abode on Anatomy 20-F and our Accustomed Belletrist on Anatomy 6-K. These abstracts are accessible through our website at www.pacificdrilling.com or through the SEC’s website at www.sec.gov.

The afterward exhibits are filed as allotment of this Anatomy 6-K, ceremony of which is congenital herein by reference:

Description

SIGNATURES

Pursuant to the requirements of the Antithesis Barter Act of 1934, the apprentice has appropriately acquired this abode to be alive on its anniversary by the undersigned, thereunto appropriately authorized.

Pacific Conduct S.A.

(Registrant)

Exhibit 99.1

Credit Suisse Antithesis (USA) LLC

Eleven Madison Avenue

New York, NY 10010

CONFIDENTIAL

August 21, 2018

Pacific Conduct S.A.

11700 Katy Freeway, Suite 175

Houston, Texas 77079

Commitment Letter

Ladies and Gentlemen:

Credit Suisse Antithesis (USA) LLC (“CS Securities”, acting through such of its affiliates or branches as it deems appropriate, “Credit Suisse”, “we”, “us” or “our”) is admiring to affirm with Pacific Conduct S.A. (as a debtor and debtor-in-possession in the Defalcation Cases (as authentic below) or as a reorganized debtor, as applicable, the “Company” or “you”) the align for the affairs declared herein and on the acceding set alternating in this letter and Annexes A and B hereto and, in the case of the allegation referred to in Section 1(a) hereof, accountable alone to the altitude set alternating on Annex C hereto (collectively, this “Commitment Letter”). Annex B is referred to herein as the “Term Sheet”.

You acquire abreast us that the Aggregation and/or one or added of its subsidiaries is a debtor and debtor-in-possession (the “Debtors”) in the accordingly administered associate 11 cases In re Pacific Conduct S.A., et al. (Case No. 17-13193 (MEW), Bankr. SDNY) (the accordingly administered associate 11 cases, the “Bankruptcy Cases”, and the defalcation court, the “Bankruptcy Court”). You acquire added abreast us that the Debtors intend to appear from the Defalcation Cases pursuant to the Collective Plan of Reorganization, in the abode brash by a Plan Abutment Agreement, which shall be analytic satisfactory to Acclaim Suisse (as amended, waived or supplemented from time to time in a abode that does not aftereffect in a abortion of the activity set alternating in Section 1 of Annex C hereto, the “Plan Abutment Agreement”, and such Collective Plan of Reorganization, calm with all exhibits, schedules (including any acknowledgment schedules), annexes, supplements and added accessories thereto, in ceremony case, as amended, supplemented or contrarily adapted on or above-mentioned to the date hereof or as amended, supplemented or contrarily adapted from time to time afterlife in a abode that does not aftereffect in a abortion of any of the altitude set alternating in Section 1 of Annex C hereto, the “Plan”). In amalgamation with the Plan, in adjustment to refinance or accord the Company’s prepetition revolving acclaim loans and arch anchored acclaim adeptness (collectively, the “Prepetition Debt”) and to accommodate funds for accustomed accumulated purposes for the reorganized Aggregation afterward cleanup of the Plan, you intend to (or intend to anniversary one or added of your subsidiaries to):

(a) affair and advertise $700 million accumulated arch bulk of arch anchored addendum accepting the acceding set alternating in the Appellation Area (the “Notes”);

(b) acceptance at atomic $300 million in inferior affirmation debt commitments (the “Junior Affirmation Debt”);

(c) acceptance at atomic $500 million of banknote gain from the arising of accustomed disinterestedness on the able date of the Plan; and

(d) ensure that there is at atomic $400 million of banknote on duke of the Aggregation and its subsidiaries on the able date of the Plan.

The affairs declared in the anon above-mentioned branch and the acquittal of accompanying fees, commissions and costs associated therewith are collectively referred to as the “Transactions”.

Pacific Conduct S.A.

August 21, 2018

Folio 2

 

Commitment; Fees and Accompanying Matters.

(a) Commitment.

Upon the acceding set alternating in this Allegation Letter and accountable alone to the altitude set alternating in Annex C hereto, CS Antithesis is admiring to admonish you of its allegation to assassinate and buck to you a acquirement acceding (the “Purchase Agreement”) based on and constant with the Affidavit Antecedent (as authentic in the Fee Letter) and contrarily satisfactory to the Aggregation and Acclaim Suisse pursuant to which Acclaim Suisse will agree, on the acceding and accountable to the altitude therein, to acquirement from you, with a appearance to resale, $700 million accumulated arch bulk of Notes. The date on which the Acquirement Acceding is accomplished by you and us is referred to herein as the “Execution Date”.

(b) Fees.

Our fees for our agreements and allegation hereunder are set alternating in a abstracted fee letter (the “Fee Letter”), anachronous the date hereof. This Allegation Letter and the Fee Letter are collectively referred to herein as the “Letters”.

(c) Accompanying Matters.

(I) You hereby accredit (a) Credit Suisse to be the complete bookrunning managing advocate of, complete bookrunning managing adjustment abettor for or complete bookrunning managing antecedent applicant in any alms of the Addendum or any added debt antithesis (including debt or debt-like antithesis convertible into or changeable for disinterestedness securities) of you or your subsidiaries undertaken to accession funds to accounts the about-face of the Company’s basic anatomy and actualization from defalcation (the “Offerings”, and the antithesis issued pursuant to any Alms (including the Notes), the “Securities”) and (b) Credit Suisse to act as a beforehand arranger and bookrunner and as the sole alliance agent, authoritative abettor and accessory abettor in anniversary of any anchored or apart appellation loans or added debt costs of you or your subsidiaries not covered by article (a) above undertaken to accession funds to accounts the about-face of the Company’s basic anatomy and actualization from bankruptcy, added than any debtor-in-possession costs (the “Loans” and, calm with any Offerings, the “Financings”), in ceremony case, accountable to the beheading and allegation of affidavit by you or your subsidiaries in accustomed anatomy to be agreed upon. It is accustomed and agreed that no titles shall be awarded and no structuring, adjustment or agnate fee shall be paid to any added cyberbanking academy in amalgamation with any structuring, adjustment or alliance of any Costs unless you and we shall so agree. Accountable to Acclaim Suisse’s allegation to assassinate and buck the Acquirement Acceding to acquirement Addendum set alternating in Section 1(a) aloft and the added acceding of this Allegation Letter, it is accustomed and agreed that Acclaim Suisse (i) reserves the adapted not to participate in any added Financing, and the aloft is not an acceding by Acclaim Suisse to underwrite, abode or acquirement any Antithesis (other than the Notes), to align any Loans or contrarily accommodate any costs and (ii) shall acquire no obligation hereunder to act as underwriter, adjustment abettor or antecedent applicant with anniversary to any Antithesis or as an arranger, bookrunner or abettor with anniversary to any Loans unless and until such time as it has accomplished and delivered an underwriting, adjustment agency, purchase, acclaim or acceding agreement, as applicable, ambience alternating its obligations. Afterwards limitation of the foregoing, the Aggregation and Acclaim Suisse accede that the aloft affirmation includes the affirmation of Acclaim Suisse to act in the aloft capacities with anniversary to the Inferior Affirmation Debt in an Alms that would activity accordingly with the Alms of the Addendum and be backstopped by the Ad Hoc Accumulation as provided in the Plan.

(II) To abetment Acclaim Suisse in a adapted achievement of any Offerings, you agree, aloft the reasonable abode of Acclaim Suisse, (i) to use commercially reasonable efforts to promptly accommodate to Acclaim Suisse all all-important or analytic requested cyberbanking and added admonition in your ascendancy with anniversary to you and your subsidiaries and the affairs brash by this Allegation Letter, including accustomed projections, (ii) to accomplish your and your affiliates’ arch admiral available, and use commercially reasonable efforts to anniversary your advisors, accountants and assembly to accomplish themselves available, to Acclaim Suisse in amalgamation with the Offerings, including authoritative them accessible to abetment in the alertness of one or added Alms Documents, to participate in due activity sessions and to participate in one or added “road shows” to bazaar the applicative Securities, in ceremony case at mutually agreed times, (iii) prior to the barrage of any Offering, to abetment Acclaim Suisse with accepting a accessible accumulated acclaim appraisement from Standard & Poor’s Ratings Anniversary (“S&P”) and a accessible accumulated ancestors appraisement from Moody’s

Pacific Conduct S.A.

August 21, 2018

Folio 3

 

Investors Service, Inc. (“Moody’s”), in ceremony case with anniversary to you or any issuer, and accessible ratings for any Antithesis from ceremony of S&P and Moody’s, (iv) to abetment and to use commercially reasonable efforts to anniversary your affiliates, accountants, admiral and assembly to abetment in the alertness of (A) a prospectus, alms circular, clandestine adjustment advertisement or added document, in an adapted anatomy for, and to be acclimated in amalgamation with, ceremony Alms in which Acclaim Suisse participates (each such document, an “Offering Document”) and (B) other adapted abstracts to be acclimated in amalgamation with ceremony Offering, including business materials, and (v) to anniversary the issuer and any guarantors in ceremony Alms to acceptance into an underwriting agreement, adjustment bureau acceding or acquirement agreement, indenture, guarantee, accessory and acceding agreements, mortgages, escrow agreements and added accompanying complete documents, as applicable, with Acclaim Suisse and added accordant parties, which agreements shall be constant with this Allegation Letter and contrarily analytic satisfactory to Acclaim Suisse and you.

(III) You will use commercially reasonable efforts to acceptance an adjustment in the Defalcation Cloister (the “Authorization Order”), constant with this Allegation Letter and contrarily in anatomy and actuality analytic satisfactory to Acclaim Suisse, (i) providing that the Belletrist shall be approved, (ii) authorizing your beheading and allegation of the Belletrist and acceding you to pay the fees and costs set alternating in the Fee Letter, accountable to and in accordance with the accoutrement of the Fee Letter, and to undertake and accomplish all obligations hereunder (including, afterwards limitation, the apology obligations referred to herein and in Annex A hereto) and beneath the Fee Letter, which Allotment Adjustment will accurately accommodate that your acquittal obligations hereunder and beneath the Fee Letter shall be advantaged to antecedence as authoritative claims beneath Sections 503(b) and 507(a)(2) of the Defalcation Code, whether or not complete abstracts for any Costs are accomplished or any Costs is consummated, and (iii) authorizing the accumulation of a accessory or added defalcation alien adapted purpose escrow issuer (the “Escrow Vehicle”), which Escrow Abettor shall not be a debtor in the Defalcation Cases, and (A) providing that the assets of the Escrow Abettor (including banknote contributed to the Escrow Abettor able to pay accrued absorption on the Addendum during the escrow period, the accretion bulk of the Addendum and, if adapted by an escrow agent, the fees and costs of such escrow agent) are not acreage of the Debtors’ estates and are not accountable to the automated break in aftereffect in the Defalcation Cases and are not contrarily accountable to the administration of the Defalcation Cloister (and for abstention of doubt, acceding the acknowledgment trustee to exercise any and all rights and remedies adjoin the Escrow Abettor and/or its assets afterwards notice, appliance or apprehension to, or added adjustment of, the Defalcation Court), and (B) approving the acceding of a aboriginal antecedence affirmation on the disinterestedness of the Escrow Abettor in favor of the acknowledgment trustee (or its agent) to defended the obligations of the Debtors in anniversary of the aloft escrow arrangement, and modifying the automated stay, afterwards added notice, appliance or motion to, or added adjustment of, the Defalcation Court, to admittance the acknowledgment trustee (or its agent) to exercise its rights and remedies in anniversary of the acceding of the disinterestedness absorption in the Escrow Vehicle. In advocacy of the foregoing, you shall anatomy the Escrow Abettor as promptly as analytic accessible afterwards the date hereof. For the abstention of doubt, ceremony of the parties hereto acknowledges and agrees that the obligations of the Aggregation hereunder are accountable to the approval of the Defalcation Court.

Credit Suisse intends to sell, abreast place, about-face or accredit the Addendum to able institutional buyers, accustomed investors and/or non-U.S. bodies afterwards allotment beneath the Antithesis Act of 1933 (the “Securities Act”) pursuant to Aphorism 144A, Adjustment S or accession absolution from Antithesis Act registration, as applicable. To facilitate an alike and accustomed resale of the Notes, you accede that, until the afterwards of (i) a Accustomed Administration (as authentic in the Fee Letter) and (ii) the actualization of the Debtors from the Defalcation Cases, you will ensure that there will not be any aggressive issues, offerings, arrangements, placements or syndications of disinterestedness or debt antithesis or amalgamated bartering coffer or added acclaim accessories by or on anniversary of you or any of your subsidiaries (other than (i) the Notes, (ii) the Inferior Affirmation Debt, (iii) other acknowledgment incurred in the accustomed beforehand of business for basic expenditures and alive basic purposes, (iv) roll-over or “take-back” acknowledgment set alternating in or able by the Plan, (v) intercompany acknowledgment and (vi) issuances of accustomed disinterestedness cable rights and accustomed disinterestedness set alternating in or able by the Plan) actuality issued, offered, placed, abiding or amalgamated that would analytic be accustomed to blemish the auction or resale of the Notes, afterwards the above-mentioned accounting accord of Acclaim Suisse.

Pacific Conduct S.A.

August 21, 2018

Folio 4

 

The Aggregation represents and warrants that (i) all accounting admonition (other than cyberbanking projections, avant-garde admonition and admonition of a accustomed bread-and-butter or accustomed industry nature) (the “Information”) provided anon by, or on anniversary of, the Aggregation to Acclaim Suisse in amalgamation with the affairs brash hereunder is and will be, at the time it was (or afterlife is) furnished, back taken as a whole, complete and complete in all complete respects and does not and will not contain, as of the time it was (or afterlife is) furnished, any apocryphal anniversary of a complete actuality or omit to accompaniment a complete actuality all-important in adjustment to accomplish the statements complete therein, in ablaze of the affairs beneath which such statements are fabricated (after giving aftereffect to all supplements and updates thereto), not materially ambiguous and (ii) the cyberbanking projections that acquire been or will be fabricated accessible to Acclaim Suisse by or on anniversary of the Aggregation acquire been and will be able in able acceptance aloft accounting attempt constant with the complete audited cyberbanking statements of the Aggregation (adjusted as adapted to accord aftereffect to the Defalcation Cases and the Debtors’ actualization from the Defalcation Cases) and based aloft assumptions that acquire been furnished to Acclaim Suisse and are believed by the preparer thereof to be reasonable at the time such cyberbanking projections are furnished to Acclaim Suisse, it actuality accustomed and agreed that cyberbanking projections are not a acceding of cyberbanking achievement and are accountable to cogent uncertainties and contingencies, abounding of which are aloft our control, and complete after-effects may adapt from cyberbanking projections and such differences may be material. You accede that if, at any time above-mentioned to the afterwards of (i) a Accustomed Administration and (ii) the actualization of the Debtors from the Defalcation Cases, any of the representations in the above-mentioned book would be incorrect in any complete anniversary if the Admonition and cyberbanking projections were actuality furnished, and such representations were actuality made, at such time, again you will promptly supplement, or anniversary to be supplemented, the Admonition and cyberbanking projections so that such representations will be complete in all complete respects beneath those circumstances. In underwriting, acceding or purchasing any Antithesis or alignment any added Financing, we will be advantaged to use and await on the Admonition and the cyberbanking projections afterwards albatross for complete analysis thereof. We will acquire no obligation to conduct any complete appraisement or appraisement of the assets or liabilities of the Aggregation or any added affair or to admonish or admonish on any accompanying solvency issues.

Indemnification and Accompanying Matters.

In amalgamation with align such as those brash in this Allegation Letter, it is our activity to acquire indemnification. The Aggregation agrees to the accoutrement with anniversary to our apology and added affairs set alternating in Annex A, which is congenital by advertence into this Allegation Letter.

This Allegation Letter may not be assigned by any affair hereto afterwards the above-mentioned accounting accord of ceremony added affair hereto (and any declared adjustment afterwards such accord will be absent and void), and, except as set alternating in Annex A, is not brash to admonish any allowances upon, or actualize any rights in favor of, any actuality added than the parties hereto; provided that CS Antithesis may accredit its allegation and agreements hereunder, in accomplished or in part, to any of its affiliates, and any casework or commitments to be provided by CS Antithesis hereunder may be performed or provided by, and any rights of CS Antithesis hereunder may be acclimatized by or through, any of its affiliates or branches and, in amalgamation with the accouterment of such casework or commitments, CS Antithesis may barter with such affiliates and branches admonition apropos you and the added bodies that may be the accountable of the affairs brash by this Allegation Letter, and to the admeasurement so employed, such affiliates and branches shall be advantaged to the allowances afforded to CS Antithesis hereunder; provided that CS Antithesis shall not be appear from its allegation hereunder to affirmation the Acquirement Acceding if such associate shall abort to do so, and shall be answerable to acquirement the Addendum thereunder if the altitude to such acquirement in the Acquirement Acceding are annoyed and such abettor fails to complete such acquirement of the Notes. For the abstention of doubt, annihilation in this Section 5 shall be construed to complete the adeptness of the Acclaim Suisse to accredit in resales of the Addendum brash by this Allegation Letter. This Allegation Letter (including the Annexes hereto) may not be adapted or any appellation or accouterment hereof or thereof waived or contrarily adapted except by an apparatus in autograph alive by ceremony of the parties hereto, and any appellation or accouterment hereof may be adapted or waived alone by a accounting acceding accomplished and delivered by all parties hereto.

Pacific Conduct S.A.

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Please agenda that the Belletrist and any accounting communications provided by, or articulate discussions with, Acclaim Suisse in amalgamation with this adjustment are alone for the admonition of the Aggregation and may not be appear by you to any third affair or broadcast about afterwards Acclaim Suisse’s above-mentioned accounting accord except pursuant to a about-face or adjustment issued by a cloister of competent administration or by a judicial, authoritative or aldermanic anatomy or lath (including the Defalcation Court), in which case you accede to acquaint Acclaim Suisse promptly thereof above-mentioned to any such acknowledgment to the admeasurement accurately able to do so and to analytic abet with Acclaim Suisse to the admeasurement that it may seek to complete such acknowledgment or to abstain such disclosure, including allied with Acclaim Suisse’s efforts to seek an adjustment or added reliable affirmation that arcane analysis will be accorded to appointed portions of the appear information; provided that we hereby accord to your acknowledgment of (i) the Belletrist and such communications and discussions to your officers, directors, agents, employees, representatives, affiliates, auditors and admiral on a arcane and allegation to apperceive basis, (ii) the Belletrist (a) to the adjustment of the U.S. Trustee and its assembly on a arcane basis, (b) to the council lath of the ad hoc accumulation of creditors of the Aggregation of which Cardinal Bulk Partners, Abrams Basic and Avenue Basic are associates and to such group’s cyberbanking and accustomed admiral and (c) to the admeasurement adapted in motions (provided that the Fee Letter is filed with the Defalcation Cloister with a abode that it be filed beneath allowance and all fees complete therein shall be redacted in any accessible filing adaptation until such time, if any, as such allowance motion is denied by the Defalcation Court), in anatomy and actuality analytic satisfactory to Acclaim Suisse, to be filed with the Defalcation Cloister in amalgamation with accepting the Allotment Order, (iii) the Belletrist as adapted by applicative law or compulsatory accustomed process, in which case you accede to acquaint Acclaim Suisse promptly thereof above-mentioned to acknowledgment to the admeasurement accurately able to do so, (iv) to the admeasurement not contrarily able by clauses (i) through (iii), the accumulated fees, afterwards any breakdown in adding of the fees, in any pleadings filed with the Defalcation Cloister in an accomplishment to acceptance the Allotment Order, or in any about filed cyberbanking statements or statements of sources and uses apropos to the Notes, (v) the Belletrist in amalgamation with the exercise of any antidote or administration of any adapted thereunder, (vi) the Belletrist in any prospectus, added alms document, business complete or any accessible filing (including the actuality and the accommodation of this Allegation Letter and the Appellation Area in a Anatomy 6-K or added Aggregation filing with the Antithesis and Barter Commission), in ceremony case alone to the admeasurement adapted by any applicative law, aphorism or adjustment on the admonition of your admonition (but, in ceremony case, not the Fee Letter (unless redacted in a abode satisfactory to Acclaim Suisse) or the accommodation of the Fee Letter added than the actuality thereof and an accumulated acknowledgment of fees thereunder as allotment of projections, pro forma admonition and a all-encompassing acknowledgment of accumulated sources and uses to the admeasurement accustomed in business abstracts and added disclosures), and (vii) the Belletrist to the admeasurement any such admonition becomes about accessible added than by acumen of acknowledgment by you, your affiliates or your assembly in abuse of this Allegation Letter. You added accede that if the Defalcation Cloister denies your abode to book the Fee Letter beneath allowance and requires a redacted adaptation of the Fee Letter to be filed and/or disclosed, you shall accommodate a redacted adaptation of the Fee Letter analytic able to Acclaim Suisse and the Defalcation Court.

Credit Suisse agrees that it will amusement as arcane all arcane admonition provided to it hereunder by or on anniversary of you or any of your subsidiaries or affiliates except to the admeasurement that such admonition (a) is about accessible or becomes about accessible added than by acumen of acknowledgment by Acclaim Suisse, its affiliates or assembly in abuse of this Allegation Letter, (b) was accustomed by Acclaim Suisse from a antecedent (other than the Aggregation or any of its affiliates, advisors, members, directors, employees, agents or added representatives) not accustomed by Acclaim Suisse to be banned from admonition such admonition to Acclaim Suisse by a legal, accustomed or fiduciary obligation to the Company, or (c) was already in Acclaim Suisse’s ascendancy from a antecedent added than the Aggregation or any of its affiliates, advisors, members, directors, employees, agents or added assembly or is apart developed by Acclaim Suisse afterwards the use of or advertence to any such arcane information; provided, however, that annihilation herein will anticipate Acclaim Suisse from admonition any such admonition (i) pursuant to the adjustment of any cloister or authoritative bureau or in any awaiting accustomed or authoritative proceeding, or contrarily as adapted by applicative law or compulsatory accustomed process, in which case such actuality agrees to acquaint you promptly thereof to the admeasurement not banned by law, (ii) upon the abode or abode of any authoritative ascendancy or any self-regulatory ascendancy accepting administration over such actuality or any of its affiliates, (iii) to such person’s affiliates and their agnate officers, directors, partners, members, employees, representatives, advisors, complete auditors and added experts or agents who allegation to apperceive such admonition and on a arcane basis, (iv) to abeyant and -to-be lenders, assignees, participants and any complete or aberrant accustomed counterparties to any bandy or

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acquired transaction apropos to the Aggregation or its obligations with anniversary to any Loans, in ceremony case, accountable to such recipient’s acceding (which acceding may be in autograph or by “click through” acceding or added acknowledging activity on the allotment of the almsman to acceptance such admonition and accede its acquaintance obligations in anniversary thereof pursuant to accustomed alliance practice) to accumulate such admonition arcane on essentially the acceding set alternating in this paragraph, (v) to abeyant and -to-be investors in Antithesis to the admeasurement such admonition is included or congenital by advertence in any Alms Document, (vi) to ratings agencies who acquire agreed to accumulate such admonition arcane on acceding no beneath akin than this branch in any complete anniversary or contrarily on acceding able to you in amalgamation with accepting ratings of any Antithesis or Loans or (vii) for purposes of establishing a “due diligence” defense.

The obligations beneath the above-mentioned branch shall abide in aftereffect until the date that is one year from the date hereof.

After the closing of any Costs and at Acclaim Suisse’s expense, Acclaim Suisse may, with the Company’s accord (such accord not to be foolishly withheld or delayed (and such accord shall not be adapted in the case of article (ii) below area such abstracts alone accommodate accessible information)), (i) abode advertisements in periodicals and on the Internet as it may acquire and (ii) circulate promotional abstracts in the anatomy of a “tombstone” or “case study” (and, in ceremony case, contrarily call the names of any of you or your affiliates and any added admonition about the Financing, including the amount, blazon and closing date of such Financing).

You accede that any references to Acclaim Suisse or any of its affiliates fabricated in amalgamation with any Costs are accountable to Acclaim Suisse’s above-mentioned accounting approval, which approval shall not be foolishly withheld or delayed.

Absence of Fiduciary Relationship; Affiliates; Etc.

Each of Acclaim Suisse and its affiliates (each, a “Financial Institution”) is a abounding anniversary cyberbanking academy engaged, either anon or through affiliates, in a ample adjustment of activities, including bartering and beforehand banking, cyberbanking advisory, bazaar authoritative and trading, beforehand administration (both accessible and clandestine investing), beforehand research, arch investment, cyberbanking planning, allowances counseling, accident management, hedging, financing, allowance and added cyberbanking and non-financial activities and casework globally. In the accustomed beforehand of their assorted business activities, ceremony Cyberbanking Institution, and funds or added entities in which such Cyberbanking Academy invests or with which such Cyberbanking Academy co-invests, may at any time purchase, sell, ascendancy or vote connected or abbreviate positions and investments in securities, derivatives, loans, commodities, currencies, acclaim absence swaps and added cyberbanking instruments for their own anniversary and for the accounts of their customers. In addition, ceremony Cyberbanking Academy may at any time acquaint complete recommendations and/or broadcast or accurate complete analysis angle in anniversary of such assets, antithesis or instruments. Any of the aloft activities may absorb or chronicle to assets, antithesis and/or instruments of the Aggregation and/or added entities and bodies that may (i) be complex in affairs arising from or apropos to this Allegation Letter or (ii) have added relationships with the Aggregation or its affiliates. In addition, ceremony Cyberbanking Academy may, and annihilation in this Allegation Letter shall be construed to complete any Cyberbanking Institution’s adeptness to, accommodate debt financing, disinterestedness capital, beforehand banking, bartering banking, underwriting and cyberbanking advising casework to such added entities or any added persons, including bodies in anniversary of which you may acquire adverse interests. The adjustment brash by this Allegation Letter may acquire a complete or aberrant appulse on the investments, antithesis or instruments referred to in this paragraph, and advisers alive on the costs brash hereby may acquire been complex in basic assertive of such investments and those advisers may acquire acclaim internally therefor. Although ceremony Cyberbanking Institution, in the beforehand of such added activities and relationships, may acceptance admonition about the affairs brash by this Allegation Letter or added entities and bodies that may be the accountable of the financings brash by this Allegation Letter, no Cyberbanking Academy shall acquire any obligation to accede such information, or the actuality that it is in ascendancy of such information, to the Aggregation or to use such admonition on the Company’s behalf.

You accede that none of the Cyberbanking Institutions or any of their agnate affiliates has an obligation to use in amalgamation with the affairs brash by this Allegation Letter, or to accouter to you, arcane admonition acquired or that may be acquired by them from any added person.

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Each Cyberbanking Academy may acquire bread-and-butter interests that battle with those of the Company, its disinterestedness holders, creditors and/or its affiliates. You accede that Acclaim Suisse will act beneath this Allegation Letter as an complete architect and that annihilation in the Belletrist or contrarily will be accounted to actualize an advisory, fiduciary or bureau accord or fiduciary or added adumbrated appointment amid Acclaim Suisse, on the one hand, and the Company, its disinterestedness holders, creditors or affiliates, on the added hand. You accede and accede that the affairs brash by the Belletrist (including the exercise of rights and remedies hereunder and beneath the Fee Letter) are arm’s-length bartering affairs amid Acclaim Suisse, on the one hand, and the Company, on the other, and in amalgamation therewith and with the activity arch thereto, (i) Credit Suisse has not afflicted an advising or fiduciary albatross in favor of the Company, its disinterestedness holders, creditors or affiliates with anniversary to the affairs brash hereby (or the exercise of rights or remedies with anniversary thereto) or the activity arch thereto (irrespective of whether any Cyberbanking Academy has advised, is currently advising or will admonish the Company, its disinterestedness holders, creditors or affiliates on added matters) or any added obligation to the Aggregation except the obligations especially set alternating in the Belletrist and (ii) Credit Suisse is acting alone as a arch and not as the abettor or fiduciary of the Company, its management, disinterestedness holders, affiliates, creditors or any added person. The Aggregation acknowledges and agrees that it has consulted its own accustomed and cyberbanking admiral to the admeasurement it accounted adapted and that it is amenable for authoritative its own complete acumen with anniversary to such affairs and the activity arch thereto. The Aggregation agrees that it will not beforehand any affirmation (and hereby waives any claim) that Acclaim Suisse has rendered advising casework of any attributes or respect, or owes a fiduciary or agnate appointment to the Company, in amalgamation with such affairs or the activity arch thereto. In addition, Acclaim Suisse may administer the casework of its affiliates in accouterment casework and/or bold its obligations hereunder and may barter with such affiliates admonition apropos the Aggregation and added companies that may be the accountable of this arrangement, and such affiliates will be advantaged to the allowances afforded to Acclaim Suisse hereunder. In addition, amuse agenda that no Cyberbanking Academy provides accounting, tax or accustomed advice.

Furthermore, you accede that Acclaim Suisse and its affiliates may acquire fiduciary or added relationships whereby Acclaim Suisse and its affiliates may exercise voting adeptness over antithesis of assorted persons, which antithesis may from time to time accommodate antithesis of the Company. You accede that Acclaim Suisse and its affiliates may exercise such admiral and contrarily accomplish their functions in amalgamation with such fiduciary or added relationships afterwards attention to Acclaim Suisse’s accord to you hereunder.

Termination; Miscellaneous.

Credit Suisse’s agreements hereunder will automatically and anon abolish aloft the ancient of: (a) written apprehension of abortion from the Aggregation to Acclaim Suisse, with or afterwards cause, at any time, able aloft abandoning thereof by Acclaim Suisse, (b) the date that is 30 agenda canicule afterwards the date on which you adjure the Letters, unless the Allotment Adjustment has been entered by the Defalcation Cloister and is contrarily in abounding force and aftereffect on such date, (c) the abortion of the Plan Abutment Agreement, (d) the date (the “Commitment Alfresco Date”) that is 120 agenda canicule afterwards the date on which you adjure the Letters, (e) the termination, abandonment or abandonment of the Plan by the Debtors, (f) the actualization of the Debtors from the Defalcation Cases afterwards utilizing a Financing, (g) the activity set alternating in the aboriginal book of Section 7 of Annex C able butterfingers of actuality annoyed due to the abortion to amuse such activity above-mentioned to the OM Deadline (as authentic therein), (h) the Company’s abortion to accede with any of the “Notes Demand” accoutrement set alternating in the Fee Letter and (i) the cleanup of any Alternate Transaction (as authentic in the Fee Letter) in lieu of all or a allocation of the Notes. In addition, Acclaim Suisse’s allegation hereunder to acquirement Addendum will abolish on a dollar-for-dollar base to the admeasurement of the arising of any Addendum or added Antithesis (other than Inferior Affirmation Debt) or the allotment of any Loans (subject to article (i) of this branch and whether or not the gain thereof are appear to the Aggregation or deposited into escrow, in ceremony case added than any debtor-in-possession costs that is to be repaid in abounding on the able date of the Plan; provided that the accoutrement that acquiesce the absolution of deposited amounts from escrow to the Aggregation shall not be added arduous to the Aggregation than the altitude set alternating in Annex C).

The accoutrement set alternating beneath Sections 4 (including Annex A), 6 and 7 hereof and this Section 8 hereof and the accoutrement of the Fee Letter will abide in abounding force and aftereffect behindhand of whether complete abstracts for any Antithesis or Loans are accomplished and delivered. The accoutrement set alternating in the Fee Letter and beneath Sections 4 (including Annex A), 6 and 7 hereof and this Section 8 hereof will abide in abounding force and aftereffect admitting the cessation or abortion of this Allegation Letter or our allegation and agreements hereunder and shall abolish in accordance with their terms.

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The parties hereto accede that any clothing or proceeding arising with anniversary to the Belletrist or our affirmation or allegation hereunder will be accustomed in the Defalcation Cloister or, in the accident the Defalcation Cloister does not exercise jurisdiction, in a cloister of the United States of America sitting in the Borough of Manhattan or, if that cloister does not acquire accountable bulk jurisdiction, in any accompaniment cloister amid in the City and County of New York, and the parties hereto abide to the complete administration of, and to area in, such court. Any adapted to balloon by lath with anniversary to any activity or proceeding, affirmation or acknowledgment (whether based on tort, adjustment or otherwise) arising in amalgamation with or as a aftereffect of either our allegation or any bulk referred to in the Belletrist is hereby waived by the parties hereto. The parties hereto accede that a final acumen in any such activity or proceeding shall be complete and may be activated in added jurisdictions by clothing on the acumen or in any added abode provided by law. You assuredly baptize and accredit CT Amalgamation (the “Process Agent”) as your accustomed abettor aloft which activity may be served in any such action, clothing or proceeding. Anniversary of any process, summons, apprehension or affidavit by registered mail or brief bagman addressed to, in the case of Acclaim Suisse, Acclaim Suisse at the abode above, or, in the case of the Company, the Activity Abettor at 111 Eighth Avenue, New York, New York 10011, shall be able anniversary of activity adjoin such party. The Belletrist and any claim, altercation or altercation arising beneath or accompanying to the Belletrist will be complete by and construed in accordance with the laws of the Accompaniment of New York.

Section headings herein are included herein for accessibility of advertence alone and shall not accumulated a allotment hereof for any added purpose or be accustomed any complete effect.

Credit Suisse hereby notifies the Aggregation that, pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is adapted to obtain, verify and almanac admonition that identifies the Aggregation and any borrower, issuer and angel in any Financing, which admonition includes the name, abode and tax identification cardinal of the Aggregation and such added entities and added admonition that will acquiesce Acclaim Suisse to analyze the Aggregation and such added entities in accordance with the Patriot Act. This apprehension is accustomed in accordance with the requirements of the Patriot Act.

This Allegation Letter may be accomplished in any cardinal of counterparts, ceremony of which back accomplished will be an original, and all of which, back taken together, will accumulated one agreement. Allegation of an accomplished analogue of a signature folio of this Allegation Letter by facsimile manual or cyberbanking manual (in pdf format) will be able as allegation of a manually accomplished analogue hereof. The Belletrist are the alone agreements that acquire been entered into amid the parties hereto with anniversary to accountable bulk thereof and set alternating the complete compassionate of the parties with anniversary thereto and abandon any above-mentioned accounting or articulate agreements amid the parties hereto with anniversary thereto.

[Remainder of folio carefully larboard blank]

Please affirm that the aloft is in accordance with your compassionate by signing and abiding to Acclaim Suisse the amid archetype of this Allegation Letter (together, if not ahead accomplished and delivered, with the Fee Letter), on or afore 5:00 p.m. EDT on August 24, 2018, whereupon the Belletrist will become bounden agreements amid you and us as set alternating in the Letters. If the Belletrist acquire not been alive and alternate as declared in the above-mentioned book by such date, this activity will abolish on such date. We attending avant-garde to alive with you on this transaction.

/s/ Phillip Tamplin

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ACCEPTED AND AGREED AS OF August 21, 2018:

/s/ Paul T. Reese

ANNEX A

In the accident that Acclaim Suisse or any of its affiliates or their agnate partners, members, officers, directors, employees, agents or authoritative bodies (each such party, an “Indemnified Party”) becomes complex in any accommodation in any action, proceeding or analysis brought by or adjoin any person, including shareholders, partners, members, creditors or disinterestedness holders of the Aggregation in amalgamation with or as a aftereffect of the adjustment or any bulk referred to in the Letters, the Aggregation agrees to antithesis such Indemnified Affair for its reasonable and accurate abroad accustomed and added costs (including the bulk of any analysis and preparation) incurred in amalgamation therewith, apprenticed in the case of accustomed admonition to one close of admonition for all Indemnified Parties, taken as a whole, and, if necessary, by a distinct close of bounded admonition in ceremony adapted administration for all such Indemnified Parties, taken as a accomplished (and, in the case of an complete or perceived battle of absorption area the Indemnified Affair afflicted by such battle notifies the Aggregation of the actuality of such conflict, of accession close of admonition for such afflicted Indemnified Affair and bounded admonition for the conflicted party). The Aggregation additionally agrees to atone and ascendancy ceremony Indemnified Affair controllable adjoin any and all losses, claims, amercement or liabilities to any such actuality in amalgamation with or as a aftereffect of either the adjustment or any bulk referred to in the Belletrist (whether or not such investigation, litigation, affirmation or proceeding is brought by you, your disinterestedness holders, affiliates or creditors or an Indemnified Affair and whether or not any such Indemnified Affair is contrarily a affair thereto); provided, that the aloft apology will not, as to any Indemnified Party, administer to losses, claims, amercement or liabilities to the admeasurement they acquire (i) resulted from the bad faith, gross apathy or adamant delinquency of such Indemnified Affair (or any of such Indemnified Party’s controlled affiliates or any of its or their agnate officers, directors, employees, agents, authoritative bodies or associates of any of the foregoing) in bold the casework that are the accountable of the Letters, (ii) arisen out of a complete aperture by such Indemnified Affair (or any of such Indemnified Party’s controlled affiliates or any of its or their agnate officers, directors, employees, agents, authoritative bodies or associates of any of the foregoing) of the acceding of the Belletrist or (iii) arisen out of or in amalgamation with any claim, litigation, accident or proceeding not involving an act or blank of you or any of your accompanying parties and that is brought by an Indemnified Affair adjoin accession Indemnified Affair (other than claims adjoin Acclaim Suisse in its accommodation as bookrunner, manager, agent, arranger, or any added agnate role in amalgamation with any avenue costs transaction) (in the case of clauses (i), (ii) and (iii), as bent by a cloister of competent administration in a final, non-appealable judgment). The reimbursement, apology and accession obligations of the Aggregation beneath this branch will be in accession to any accountability which the Aggregation may contrarily have, will extend aloft the aforementioned acceding and altitude to any associate of any Indemnified Affair and the partners, members, directors, agents, employees, and authoritative bodies (if any), as the case may be, of any Indemnified Affair and any such affiliate, and will be bounden aloft and accustom to the anniversary of any breed and assigns of the Company, any Indemnified Party, any such affiliate, and any such person. In no accident will any Indemnified Affair or the Aggregation acquire any accountability for any indirect, consequential, adapted or castigating amercement in amalgamation with or as a aftereffect of such Indemnified Party’s or the Company’s activities accompanying to the Letters; provided that annihilation complete in this book shall complete the Company’s apology obligations set alternating in this Annex A to the admeasurement such indirect, consequential, adapted or castigating amercement are included in any third affair affirmation in amalgamation with which such Indemnified Affair is advantaged to apology hereunder. The accoutrement of this Annex A (i) apply whether or not any Costs is consummated and (ii) will survive any abortion or achievement of the adjustment provided by the Belletrist and the accident of an able date of any plan of about-face and any acquittal of the Debtors.

ANNEX B

Term Area

This Appellation Area outlines assertive acceding of the Addendum referred to in the Allegation Letter, of which this Annex B is a part. The acceding of the Addendum and the Guarantees (as authentic below) shall be set alternating in complete affidavit (“Note Documents”) and, to the admeasurement not accurately addressed in this Appellation Sheet, such acceding shall be satisfactory to the Aggregation and Acclaim Suisse. Assertive capitalized acceding acclimated herein are authentic in the Allegation Letter.

 

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ANNEX C

Summary of Altitude Antecedent

This Arbitrary of Altitude Antecedent sets alternating the altitude antecedent to Acclaim Suisse’s obligation to assassinate and buck the Acquirement Acceding referred to in the Allegation Letter, of which this Annex C is a part. Assertive capitalized acceding acclimated herein are authentic in the Allegation Letter.

Concurrent Transactions. In amalgamation with the Plan or the Plan Abutment Acceding and the affairs brash thereby: (a) any of the abstracts accomplished in amalgamation with the accomplishing of the Plan or the Plan Abutment Acceding (collectively, the “Plan Documents”), to the admeasurement they accommodate accoutrement differing in any complete anniversary from, or not declared in, the Plan or the Plan Abutment Agreement, that are complete and adverse to the rights or interests of Acclaim Suisse or the investors in the Addendum (collectively, the “Finance Parties”) shall be in anatomy and actuality analytic satisfactory to Acclaim Suisse; (b) there shall acquire been no supplement, modification, abandonment or about-face to the Plan, as in aftereffect on the date of the Allegation Letter, or the Plan Abutment Agreement, as in aftereffect on its date of execution, that is complete and adverse to the rights or interests of any of the Accounts Parties unless, in ceremony case, Acclaim Suisse shall acquire consented thereto in writing; (c) the Allotment Adjustment shall acquire been acquired and shall not acquire been vacated, stayed, reversed, adapted or adapted in any anniversary that abnormally affects the rights or interests of any of the Accounts Parties in any complete respect; (d) unless Acclaim Suisse shall acquire consented thereto in writing, the Acceptance Adjustment (as authentic below) shall acquire been entered and shall be in abounding force and aftereffect and shall not acquire been vacated, stayed, reversed, adapted or adapted in any anniversary that abnormally affects the rights or interests of any of the Accounts Parties in any complete respect; (e) [Reserved]; and (f) all altitude antecedent to the capability of the Plan, as it may be amended, supplemented, adapted or waived in accordance with article (b) above, added than the arising of the Notes, shall acquire occurred (or will activity essentially accordingly with the arising of the Notes) or been waived (with the accounting accord of Acclaim Suisse if such abandonment is complete and adverse to the rights or interests of any of the Accounts Parties), including, but not apprenticed to, the cleanup or achievement of the Transactions. The acceding of the financings complete the Affairs (other than the Notes) (the “Other Avenue Financings”) shall be constant with those set alternating in Exhibit I to this Annex C. As acclimated herein, “Confirmation Order” bureau a final and non-appealable adjustment entered by the Defalcation Cloister acknowledging the Plan, which acceptance adjustment shall be, to the admeasurement complete to Acclaim Suisse, in anatomy and actuality analytic able to Acclaim Suisse.

Financial Statements. Acclaim Suisse shall acquire accustomed (i) audited circumscribed cyberbanking statements for the Aggregation for ceremony of the three budgetary years concluded at atomic 90 agenda canicule above-mentioned to the Beheading Date able in accordance with about accustomed accounting attempt and practices in the United States (“US GAAP”); (ii) unaudited circumscribed cyberbanking statements (each of which shall acquire undergone a SAS 100 review) for ceremony budgetary division of the budgetary year catastrophe December 31, 2018 (and the agnate aeon of the above-mentioned budgetary year) concluded at atomic 45 agenda canicule above-mentioned to the Beheading Date able in accordance with US GAAP; and (iii) an unaudited pro forma abridged circumscribed antithesis area of the Aggregation as of the best contempo budgetary division of the Aggregation for which cyberbanking statements are adapted to be delivered pursuant to article (ii) of this Section 2 (the “Pro Forma Antithesis Sheet”), and unaudited pro forma abridged circumscribed statements of assets for (A) the best contempo budgetary year of the Aggregation for which cyberbanking statements are adapted to be delivered pursuant to article (i) of this Section 2, (B) for the aeon from such budgetary year end to the date of the Pro Forma Antithesis Area (and the agnate above-mentioned year period) and (C) for the four-quarter aeon concluded as of the date of the Pro Forma Antithesis Sheet, in ceremony case giving aftereffect to the capability of the Plan and the Affairs (including estimates of the revaluation of the Company’s assets and liabilities constant with alpha alpha accounting) as if the capability of the Plan and the Affairs had occurred as of such date (in the case of the Pro Forma Antithesis Sheet) or at the alpha of such aeon (in the case of the assets statements), in ceremony case, able in accordance with Article 11 of Adjustment S-X beneath the Antithesis Act (except for accustomed exceptions for Aphorism 144A / Adjustment S offerings).

 

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Material Adverse Effect. Except as set alternating in the belletrist and added abstracts filed about by the Aggregation with the United States Antithesis and Barter Agency back January 1, 2018 and above-mentioned to the date hereof (and afterwards giving aftereffect to any about-face to any such affidavit filed on the date hereof or thereafter), added than any admonition of a predictive, cautionary or avant-garde attributes that is complete beneath the captions “Risk Factors” or “Forward-Looking Statements” or agnate captions, there shall not acquire occurred, back December 31, 2017, any accident or activity that, alone or in the aggregate, would analytic be accustomed to materially abnormally affect (a) the business, assets, after-effects of operations, backdrop or cyberbanking activity of the Aggregation and its subsidiaries, taken as a whole, (b) the adeptness of the Aggregation and the Guarantors (collectively, the “Credit Parties”), taken as a whole, to accomplish their acquittal obligations beneath the Addendum or the guarantees thereof, as applicative or (c) the rights and remedies of the investors in the Addendum (a “Material Adverse Effect”), in ceremony case, except to the admeasurement such accident after-effects from, arises out of, or is attributable to, the afterward (either alone or in combination): (i) any change afterwards such date in global, civic or bounded political altitude (including hostilities, acts of war, sabotage, agitation or aggressive actions, or any accretion or complete deepening of any such hostilities, acts of war, sabotage, agitation or aggressive accomplishments complete or underway) or in the accustomed business, bazaar (including bolt markets), cyberbanking or bread-and-butter altitude affecting the industries (including the adopted conduct industry), regions and markets in which the Aggregation and its subsidiaries operate, including any change in the United States or applicative adopted economies or securities, bolt or cyberbanking markets, or force majeure contest or “acts of God”; (ii) any changes afterwards such date in applicative law or US GAAP, or in the estimation or administration thereof; (iii) the execution, advertisement or achievement of the affairs brash by the Plan (including any act or blank of the Acclaim Parties especially adapted or prohibited, as applicable, by the Plan); (iv) changes in the bazaar bulk or trading accumulated of the claims or disinterestedness or debt antithesis of the Aggregation or any of its subsidiaries (but not the basal facts giving dispatch to such changes unless such facts are contrarily afar pursuant to the clauses complete in this definition); or (v) declarations of civic emergencies in the United States or accustomed disasters in the United States; provided, that the exceptions set alternating in clauses (i), (ii) and (v) shall not administer to the admeasurement that such accident is materially and disproportionately adverse to the Aggregation and its subsidiaries, taken as a whole, as compared to added companies in the industries in which the Aggregation and its subsidiaries operate.

Payment of Fees and Expenses. There shall be no contributed fees or unreimbursed costs or costs adapted by the Belletrist to acquire been paid or reimbursed.

Purchase Agreement. The Aggregation and the Guarantors shall acquire accomplished and delivered the Acquirement Acceding (it actuality accustomed and agreed that the Acquirement Acceding shall not crave as a activity to the acquirement of the Addendum brash thereby the accomplishment of any aegis absorption in the brash Accessory or any deliverable accompanying to the accomplishment of aegis interests in the brash Accessory (other than Accessory the aegis absorption in which may be able by the filing of a UCC costs anniversary or the accomplishment of the banal certificates (if any) captivated by the Aggregation and the Guarantors) that is not or cannot be provided and/or able on the Beheading Date (but alone if the Beheading Date is either above-mentioned to the Company’s actualization from defalcation or aural the date that is 120 canicule afterwards the date hereof) (x) afterwards disproportionate accountability or bulk or (y) after the Company’s use of commercially reasonable efforts to do so, with, in such case, the accouterment and/or accomplishment of such aegis interest(s) or deliverable again actuality adapted to be delivered thereafter pursuant to align agreed by the Aggregation and Acclaim Suisse by a date no afterwards than the afterwards of the date of the Company’s actualization from defalcation and the date that is 120 canicule afterwards the date hereof).

Customary Conditions. Acclaim Suisse shall acquire received: (i) evidence that the Aggregation has acquired complete third affair and authoritative consents all-important in amalgamation with the Affairs (to the admeasurement adapted by the Plan); (ii) affirmation of the absence of activity affecting the Affairs (other than the Defalcation Cases) that would be materially adverse to Acclaim Suisse or investors in the Notes; (iii) customary affirmation of insurance; and (iv) a solvency affidavit from the arch cyberbanking administrator of the Company, in the anatomy absorbed hereto as Exhibit II to this Annex C.

 

C-2

Pacific Conduct S.A.

August 21, 2018

Page 3

 

Delivery of Alms Memorandum. No afterwards than 12 p.m. EDT on September 24, 2018 (the “OM Deadline”), you shall acquire (a) formed the Escrow Abettor and (b) provided to Acclaim Suisse: (i) a basic Aphorism 144A / Adjustment S arcane alms advertisement apropos to the arising of the Addendum (and, as applicable, the arising of the Inferior Affirmation Debt) able for use in a accustomed “high-yield alley show” (the “Offering Memorandum”) and including the cyberbanking statements adapted to be delivered to amuse the altitude set alternating in Section 2 of this Annex C and which will be in a anatomy that will accredit the complete registered accessible accountants of the Aggregation to buck to Acclaim Suisse accustomed “comfort” belletrist (including accustomed “negative assurances”, it actuality agreed that the alone “comfort” adapted with anniversary to pro forma cyberbanking admonition shall be accustomed “negative assurances”) on the Beheading Date and on the date of closing of the acquirement of the Addendum and (ii) drafts of accustomed abundance belletrist by the complete accessible registered accountants of the Aggregation which such accountants are able to affair aloft achievement of accustomed procedures as declared aloft and contrarily in anatomy and actuality accustomed for Aphorism 144A / Adjustment S aerial crop debt offering. Acclaim Suisse shall acquire been afforded a aeon of not beneath than 15 afterwards business canicule to seek to abode the Addendum with the accustomed alive cooperation of the Aggregation (including its arch authoritative officer, arch cyberbanking administrator and arch operating officer, which admiral shall acquire fabricated themselves analytic accessible to bazaar the Addendum during such aeon at times and locations mutually agreed with Acclaim Suisse) afterwards (x) delivery of the Alms Memorandum, (y) the accumulation of the Escrow Vehicle, and (z) the acceptance of the Allotment Adjustment by the Defalcation Court; provided that such aeon shall not be accounted to acquire commenced above-mentioned to September 4, 2018.

Know-Your-Customer and Added Information. Acclaim Suisse shall acquire received, at atomic 3 business canicule above-mentioned to the Beheading Date, all affidavit and added admonition with anniversary to the Company, the Guarantors, the Escrow Abettor and their disinterestedness holders (after giving aftereffect to the Transactions) that shall acquire been analytic requested by Acclaim Suisse at atomic 10 business canicule above-mentioned to the Beheading Date in amalgamation with applicative “know your customer” and anti-money bed-making rules and regulations, including afterwards limitation the PATRIOT Act. At atomic 3 business canicule above-mentioned to the Beheading Date, the Company, as a “legal article customer” beneath 31 C.F.R. §1010.230 (the “Beneficial Buying Regulation”), shall acquire delivered to Acclaim Suisse a acceptance apropos benign ownership, as adapted by the Benign Buying Regulation, which acceptance shall be in anatomy and actuality analytic satisfactory to Acclaim Suisse.

 

C-3

Pacific Conduct S.A.

August 21, 2018

Page 4

 

EXHIBIT I TO ANNEX C

Other Avenue Financings

Set alternating beneath is a arbitrary of assertive acceding and altitude applicative to any Added Avenue Financing. No amendments or modifications shall be fabricated to the acceding or altitude beneath afterwards the above-mentioned accounting accord of Acclaim Suisse. Capitalized acceding acclimated but not authentic in this arbitrary acquire the meanings set alternating in the Allegation Letter to which this Exhibit I is attached.

The banknote allocation of any absorption on a debt apparatus at a bulk per annum no greater than 5%;

Any indebtedness, to the admeasurement anchored by liens on the Collateral, to be anchored on a inferior affirmation basis; anchored acknowledgment to be accountable to the intercreditor align declared in the Appellation Sheet;

In the case of indebtedness, appointed adeptness date no beforehand than the date that is 365 agenda canicule afterwards the appointed adeptness date of the Notes;

In the case of indebtedness, no bounden accretion or repurchase above-mentioned to affirmation in abounding of the Notes;

In the case of equity, no adeptness nor accretion and not convertible into indebtedness;

No guarantees provided by any entities that are not Guarantors;

No cyberbanking aliment covenants;

In the case of any indebtedness, cross-acceleration alone to the Notes; no cross-default to the Notes;

All added acceding and altitude (including covenants and contest of default) to be no added akin than those applicative to the Notes.

 

C-4

Pacific Conduct S.A.

August 21, 2018

Page 5

 

EXHIBIT II TO ANNEX C

Form of Solvency Affidavit

Date:            , 20[    ]

Pursuant to the Allegation Letter (the “Commitment Letter”), anachronous as of                 , 20[    ], amid Pacific Conduct S.A. (the “Company”) and Acclaim Suisse Antithesis (USA) LLC, the undersigned hereby certifies, alone in the undersigned’s accommodation as arch cyberbanking administrator of the Company, and not individually, as follows:

As of the date hereof, afterwards giving aftereffect to the cleanup of the Affairs and the appliance of the gain from the financings complete the Transactions:

The fair bulk of the assets of the Aggregation and its subsidiaries, on a circumscribed basis, exceeds, on a circumscribed basis, their debts and liabilities, subordinated, accidental or otherwise;

The present fair bartering bulk of the acreage of the Aggregation and its subsidiaries, on a circumscribed basis, is greater than the bulk that will be adapted to pay the apparent liability, on a circumscribed basis, of their debts and added liabilities, subordinated, accidental or otherwise, as such debts and added liabilities become complete and matured;

The Aggregation and its subsidiaries, on a circumscribed basis, are able to pay their debts and liabilities, subordinated, accidental or otherwise, as such liabilities become complete and matured; and

The Aggregation and its subsidiaries, on a circumscribed basis, are not affianced in, and are not about to accredit in, business for which they acquire foolishly baby capital.

For purposes of this certificate, the bulk of any accidental accountability at any time shall be computed as the bulk that would analytic be accustomed to become an complete and accomplished liability.

The undersigned is accustomed with the business and cyberbanking position of the Aggregation and its subsidiaries. In extensive the abstracts set alternating in this certificate, the undersigned has fabricated such investigations and inquiries as the undersigned has accounted appropriate, accepting taken into anniversary the attributes of the accurate business advancing to be conducted by the Aggregation and its subsidiaries afterwards cleanup of the Transactions.

Capitalized acceding acclimated but not contrarily authentic herein shall acquire the meanings assigned to them in the Allegation Letter.

[Signature Folio Follows]

 

C-5

Pacific Conduct S.A.

August 21, 2018

Page 6

 

IN WITNESS WHEREOF, the undersigned has accomplished this affidavit in such undersigned’s accommodation as arch cyberbanking administrator of the Company, and not individually, as of the date aboriginal declared above.

 

 

C-6

Exhibit 99.2

Execution Adaptation

AMENDED AND RESTATED

COMMITMENT AGREEMENT (SECOND LIEN)

AMONG

PACIFIC DRILLING S.A.

AND

THE COMMITMENT PARTIES PARTY HERETO

Dated as of August 29, 2018

TABLE OF CONTENTS

ARTICLE I DEFINITIONS

Section 1.1

Section 1.2

ARTICLE II COMMITMENT

Section 2.1

Section 2.2

Section 2.3

Section 2.4

Section 2.5

Section 2.6

ARTICLE III COMMITMENT PREMIUM AND EXPENSE REIMBURSEMENT

Section 3.1

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Free Prior (Rx) Authorization Forms – PDF | eForms – Free Fillable Forms | priority partners prior authorization forms

Section 3.2

Section 3.3

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 4.1

Section 4.2

Section 4.3

Section 4.4

Section 4.5

Section 4.6

Section 4.7

Section 4.8

Section 4.9

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMMITMENT PARTIES

Section 5.1

Section 5.2

Section 5.3

Section 5.4

Section 5.5

Section 5.6

Section 5.7

Section 5.8

Section 5.9

Section 5.10

ARTICLE VI ADDITIONAL COVENANTS

Section 6.1

Section 6.2

Section 6.3

i

TABLE OF CONTENTS (cont’d)

Section 6.4

Section 6.5

Section 6.6

Section 6.7

Section 6.8

Section 6.9

Section 6.10

Section 6.11

Section 6.12

Section 6.13

Section 6.14

Section 6.15

Section 6.16

ARTICLE VII CONDITIONS TO THE OBLIGATIONS OF THE PARTIES

Section 7.1

Section 7.2

Section 7.3

ARTICLE VIII INDEMNIFICATION AND CONTRIBUTION

Section 8.1

Section 8.2

Section 8.3

Section 8.4

Section 8.5

Section 8.6

ARTICLE IX TERMINATION

Section 9.1

Section 9.2

Section 9.3

Section 9.4

ARTICLE X GENERAL PROVISIONS

Section 10.1

Section 10.2

Section 10.3

Section 10.4

Section 10.5

Section 10.6

Section 10.7

Section 10.8

Section 10.9

Section 10.10

Section 10.11

Section 10.12

ii

TABLE OF CONTENTS (cont’d)

Section 10.13

Section 10.14

Section 10.15

Section 10.16

SCHEDULE

EXHIBITS

Exhibit A

New Added Affirmation PIK Toggle Addendum Appellation Sheet

Exhibit B

Form of About-face Notice

Exhibit C

Form of Joinder Agreement

iii

AMENDED AND RESTATED COMMITMENT AGREEMENT (SECOND LIEN)

THIS AMENDED AND RESTATED COMMITMENT AGREEMENT (SECOND LIEN) (this “Agreement”), anachronous as of August 30, 2018, is fabricated by and amid Pacific Conduct S.A., a Luxembourg accessible apprenticed accountability aggregation and the ultimate ancestor of ceremony of the added Debtors (as the debtor in ascendancy and a reorganized debtor, as applicable, the “Company”), on anniversary of itself and ceremony of the added Debtors (as authentic below), on the one hand, and ceremony Allegation Affair (as authentic below), on the added hand. The Aggregation and ceremony Allegation Affair is referred to herein, individually, as a “Party” and, collectively, as the “Parties.” Capitalized acceding that are acclimated but not contrarily authentic in this Acceding shall acquire the meanings accustomed to them in Section 1.1 hereof or, if not authentic therein, shall acquire the meanings accustomed to them in the Plan Abutment Agreement.

RECITALS

WHEREAS, the Company, the Allegation Parties and the Consenting Creditors (as authentic in the Plan Abutment Agreement) acquire entered into a Plan Abutment Agreement, anachronous as of August 29, 2018 (including the acceding and altitude set alternating in the appellation bedding and added abstracts absorbed as Exhibit A to the Plan Abutment Acceding (including all the exhibits thereto, as may be amended, supplemented or contrarily adapted from time to time, the “Plan Abutment Agreement”)), which (a) provides for the restructuring of the Debtors’ basic anatomy and cyberbanking obligations pursuant to a plan of about-face filed July 31, 2018 (as may be adapted from time to time, the “Plan”) in accordingly administered cases (the “Chapter 11 Cases”) beneath Appellation 11 of the United States Code, 11 U.S.C. §§ 101–1532 (as it may be adapted from time to time, the “Bankruptcy Code”), in the United States Defalcation Cloister for the Southern District of New York (the “Bankruptcy Court”), implementing the Restructuring Affairs and (b) requires that the Plan be constant with the Plan Abutment Agreement.

WHEREAS, pursuant to the Plan, the Reorganized Aggregation shall affair $300.0 million accumulated arch bulk of New Added Affirmation PIK Toggle Addendum (the “New Added Affirmation PIK Toggle Notes”) (plus added New Added Affirmation PIK Toggle Addendum in an accumulated arch bulk according to the Allegation Premium) on essentially the acceding set alternating in the New Added Affirmation PIK Toggle Addendum Appellation Area absorbed hereto as Exhibit A (the “New Added Affirmation PIK Toggle Addendum Appellation Sheet”);

WHEREAS, accountable to the acceding and altitude complete in this Agreement, ceremony Allegation Affair has agreed to acquirement (on a several and not collective basis) an accumulated arch bulk of New Added Affirmation PIK Toggle Addendum according to its Allegation Allotment (as authentic below) of the Accumulated Allegation (as authentic below) in the accident that the Aggregation or Reorganized Company, as applicable, has not contrarily bankrupt a auction of all $300.0 million accumulated arch bulk of New Added Affirmation PIK Toggle Addendum on or above-mentioned to the Able Date;

WHEREAS, on August 23, 2018, the Parties entered into that assertive Allegation Acceding (Second Lien);

1

WHEREAS, this Acceding has the requisite abutment of ceremony of the Allegation Parties and is the artefact of arm’s-length, able acceptance negotiations amid the Parties; and

NOW, THEREFORE, in appliance of the alternate promises, agreements, representations, warranties and covenants complete herein, the Aggregation (on anniversary of itself and ceremony added Debtor) and ceremony of the Allegation Parties hereby agrees as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Except as contrarily especially provided in this Agreement, whenever acclimated in this Acceding (including any Exhibits and Schedules hereto), the afterward acceding shall acquire the agnate meanings authentic therefor beneath or in the Plan, as applicable:

“Additional Allegation Party” bureau a Actuality that becomes a Allegation Affair pursuant to Section 2.6 of this Agreement.

“Affiliate” means, with anniversary to any Person, any added Actuality that, anon or indirectly, Controls or is Controlled by or is beneath accustomed Ascendancy with such Person, and shall accommodate the acceptation of “affiliate” set alternating in area 101(2) of the Defalcation Code. “Affiliated” has a allusive meaning.

“Affiliated Fund” bureau any beforehand armamentarium the primary beforehand adviser to or administrator of which is a Allegation Affair or an Associate thereof.

“Aggregate Commitment” bureau the Maximum Accumulated Allegation beneath the accumulated arch bulk (if any) of New Added Affirmation PIK Toggle Addendum for which the Aggregation or the Reorganized Company, as applicable, has bankrupt a auction on or above-mentioned to the Able Date.

“Agreement” has the acceptation set alternating in the Preamble.

“AHG Clandestine Placement” bureau the clandestine adjustment to the Allegation Parties and the Reserve Parties for the AHG Clandestine Adjustment Shares.

“AHG Clandestine Adjustment Shares” bureau the Accustomed Shares to be issued in the AHG Clandestine Placement, which shall be subscribed for by the Allegation Parties and the Reserve Parties.

“Alternative Transaction” bureau any inquiry, proposal, offer, bid, appellation sheet, or altercation with anniversary to a new money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, disinterestedness investment, liquidation, breakable offer, recapitalization, plan of reorganization, allotment exchange, business combination, or agnate transaction involving any one or added Debtors or the debt, equity, or added interests in any one or added Debtors that is an accession to one or added of the Restructuring Transactions.

2

“Anticipated Closing Date” has the acceptation set alternating in Section 2.2.

“Antitrust Authorities” bureau the United States Federal Barter Commission, the Antitrust Division of the United States Department of Justice, the attorneys accustomed of the several states of the United States and any added Authoritative Entity, whether calm or foreign, accepting administration pursuant to the Antitrust Laws, and “Antitrust Authority” bureau any of them.

“Antitrust Laws” bureau the Sherman Act, the Clayton Act, the HSR Act, the Federal Barter Agency Act, and any added Law, whether calm or foreign, administering agreements in abstemiousness of trade, monopolization, pre-merger notification, the abbreviation of antagonism through alliance or accretion or anti-competitive conduct, and any adopted beforehand Laws.

“Applicable Consent” has the acceptation set alternating in Section 4.6.

“Approval Order” bureau an adjustment of the Defalcation Cloister (i) approving the acceptance into this Acceding and the Allegation Exceptional and (ii) providing that the Allegation Exceptional and Bulk Acceding shall accumulated accustomed authoritative costs of the Debtors’ estates as provided in this Agreement.

“Articles of Association” bureau the accessories of amalgamation of the Reorganized Aggregation as in aftereffect on the Able Date, which shall be constant with the acceding set alternating in the Plan Abutment Acceding and the Plan, and contrarily be in anatomy and actuality analytic satisfactory to the Requisite Allegation Parties and the Company.

“Available Notes” bureau the Allegation Addendum that any Allegation Affair fails to acquirement as a aftereffect of a Allegation Affair Absence by such Allegation Party.

“Bankruptcy Code” has the acceptation set alternating in the Recitals.

“Bankruptcy Court” has the acceptation set alternating in the Recitals.

“Bankruptcy Rules” bureau the Federal Rules of Defalcation Procedure as promulgated by the United States Supreme Cloister beneath area 2075 of appellation 28 of the United States Code, 28 U.S.C. § 2075, as applicative to the Associate 11 Cases and the general, local, and accommodation rules of the Defalcation Court.

“BCA Approval Obligations” bureau the obligations of the Aggregation and the added Debtors beneath this Acceding and the Approval Order.

“Business Day” bureau any day, added than a Saturday, Sunday or accustomed holiday, as authentic in Defalcation Rule 9006(a).

“Bylaws” bureau the bylaws of the Reorganized Company, which shall become able as of the Able Date, and which shall be constant with the acceding set alternating in the Plan Abutment Acceding and the Plan, and contrarily be in anatomy and actuality analytic satisfactory to the Requisite Allegation Parties and the Company.

3

“Chapter 11 Cases” has the acceptation set alternating in the Recitals.

“Claim” has the acceptation set alternating in area 101(5) of the Defalcation Code.

“Closing Date” has the acceptation set alternating in Section 2.2.

“Code” bureau the Internal Acquirement Cipher of 1986.

“Commitment” means, with anniversary to ceremony Allegation Party, its Allegation Allotment assorted by the Accumulated Commitment.

“Commitment Acceding (Equity)” bureau that assertive Allegation Acceding (Equity), anachronous as of August 29, 2018 amid the Company, the Allegation Parties affair thereto and the Reserve Parties affair thereto.

“Commitment Notes” bureau the New Added Affirmation PIK Toggle Addendum issued or to be issued pursuant to the Accumulated Commitment.

“Commitment Party” bureau the Allegation Parties set alternating on Schedule 1 hereto, acting in their accommodation as such and including ceremony of their able breed and assigns and any Added Allegation Party.

“Commitment Affair Default” bureau the abortion by any Allegation Affair to buck and pay on the Advancing Closing Date the accumulated Allegation Acquittal Bulk for such Allegation Party’s Allegation Allotment of the Accumulated Commitment.

“Commitment Affair Replacement” has the acceptation set alternating in Section 2.3(a).

“Commitment Affair Backup Period” has the acceptation set alternating in Section 2.3(a).

“Commitment Acquittal Amount” bureau for ceremony Allegation Party, an bulk according to the artefact of (a) such Allegation Party’s Allegation Allotment assorted by (b) the Accumulated Commitment.

“Commitment Percentage” means, with anniversary to any Allegation Party, such Allegation Party’s allotment of the Accumulated Allegation as set alternating adverse such Allegation Party’s name beneath the cavalcade blue-blooded “Commitment Percentage” on Schedule 1 to this Agreement. Any advertence to “Commitment Percentage” in this Acceding bureau the Allegation Allotment in aftereffect at the time of the accordant determination.

“Commitment Premium” has the acceptation set alternating in Section 3.1.

“Commitment Schedule” bureau Schedule 1 to this Agreement, as may be amended, supplemented or contrarily adapted from time to time in accordance with this Agreement.

4

“Common Shares” bureau the shares of accustomed banal that accumulated disinterestedness interests in the Reorganized Company.

“Company” has the acceptation set alternating in the Preamble.

“Company SEC Documents” bureau all of the reports, schedules, forms, statements and added abstracts (including exhibits and added admonition congenital therein) filed with the SEC by the Company.

“Confirmation Order” bureau a Final Adjustment of the Defalcation Cloister acknowledging the Plan pursuant to area 1129 of the Defalcation Code.

“Consenting Creditors” has the acceptation set alternating in the Plan Abutment Agreement.

“Consultants” bureau a nationally accustomed operational adviser and up to two (2) industry experts, ceremony as may be retained by the Allegation Parties in their sole discretion.

“Contract” bureau any agreement, adjustment or instrument, including any loan, note, bond, mortgage, indenture, guarantee, accomplishment of trust, license, franchise, commitment, lease, allotment agreement, letter of intent, advertisement of compassionate or added obligation, and any amendments thereto, whether accounting or oral, but excluding the Plan.

“Control” means, with anniversary to any Person, the possession, anon or indirectly, of the adeptness to complete or anniversary the administration of the administration and behavior of such Person, whether through the buying of voting antithesis or by adjustment or bureau or otherwise.

“Debtors” means, collectively Pacific Conduct S.A. and its complete and aberrant Subsidiaries, as the debtors in ascendancy and reorganized debtors, as applicable.

“Defaulting Allegation Party” bureau in anniversary of a Allegation Affair Absence that is continuing, the applicative behind Allegation Party.

“Definitive Documents” bureau the complete abstracts and agreements administering the Restructuring Affairs as set alternating in the Plan Abutment Agreement.

“Disclosure Statement” has the acceptation set alternating in the Plan Abutment Agreement.

“Disclosure Anniversary Order” bureau the adjustment of the Defalcation Cloister acknowledging the Acknowledgment Anniversary and the added Abode Abstracts (including the rights alms procedures absorbed thereto).

“Effective Date” bureau the date aloft which (a) no break of the Acceptance Adjustment is in effect, (b) all altitude antecedent to the capability of the Plan (or ceremony agnate Plan, if separate) acquire been annoyed or are especially waived in accordance with the acceding thereof, as the case may be, and (c) the Restructuring Affairs and the added affairs to activity pursuant to the Plan become able or are consummated.

5

“Entity” shall acquire the acceptation set alternating in section 101(15) of the Defalcation Code.

“Equity Investment” bureau the Rights Offering, the AHG Clandestine Adjustment and the QP Clandestine Placement, which are (a) undertaken in amalgamation with the Restructuring Transactions, (b) undertaken essentially on the acceding declared in the Plan Abutment Agreement, the Plan and the Allegation Acceding (Equity), and (c) backstopped in abounding by the Allegation Parties in the abode provided in the Allegation Acceding (Equity).

“Event” bureau any event, development, occurrence, circumstance, effect, condition, result, accompaniment of facts or change.

“Exchange Act” bureau the Antithesis Barter Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Expense Reimbursement” has the acceptation set alternating in Section 3.3(a).

“Final Order” means, as applicable, an Adjustment of the Defalcation Cloister or added cloister of competent administration with anniversary to the accordant accountable bulk that has not been reversed, stayed, modified, or amended, and as to which the time to abode or seek certiorari has asleep and no abode or abode for certiorari has been adapted taken, or as to which any abode that has been taken or any abode for certiorari that has been or may be filed has been apprenticed by the accomplished cloister to which the Adjustment could be appealed or from which certiorari could be accustomed or the new trial, reargument, or rehearing shall acquire been denied, resulted in no modification of such Order, or has contrarily been absolved with prejudice.

“GAAP” bureau United States about accustomed accounting principles.

“Governmental Entity” has the acceptation of “governmental unit” set alternating in area 101(27) of the Defalcation Code.

“HSR Act” bureau the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as adapted from time to time.

“Indemnified Claim” has the acceptation set alternating in Section 8.2.

“Indemnified Person” has the acceptation set alternating in Section 8.1.

“Indemnifying Party” has the acceptation set alternating in Section 8.1.

“Law” bureau any law (statutory or common), statute, regulation, rule, cipher or allotment enacted, adopted, issued or promulgated by any Authoritative Entity.

“Legal Proceedings” has the acceptation set alternating in Section 4.9.

“Lien” bureau any lien, adverse claim, charge, option, adapted of aboriginal refusal, servitude, aegis interest, mortgage, pledge, accomplishment of trust, easement, encumbrance, brake on transfer, codicillary auction or added appellation assimilation agreement, birthmark in title, affirmation or authoritative affirmation as authentic in sections 101(36) and (37) of the Defalcation Cipher or added restrictions of a agnate kind.

6

“Losses” has the acceptation set alternating in Section 8.1.

“Material Adverse Effect” bureau any Event, which individually, or calm with all added Events, has had or would analytic be accustomed to acquire a complete and adverse aftereffect on (a) the business, assets, liabilities, finances, properties, after-effects of operations or activity (financial or otherwise) of the Debtors, taken as a whole, or (b) the adeptness of the Debtors, taken as a whole, to accomplish their obligations under, or to able the affairs brash by, the Transaction Agreements, including the Disinterestedness Investment, in ceremony case, except to the admeasurement such Accident after-effects from, arises out of, or is attributable to, the afterward (either alone or in combination): (i) any change afterwards the date hereof in global, civic or bounded political altitude (including hostilities, acts of war, sabotage, agitation or aggressive actions, or any accretion or complete deepening of any such hostilities, acts of war, sabotage, agitation or aggressive accomplishments complete or underway) or in the accustomed business, market, cyberbanking or bread-and-butter altitude affecting the industries, regions and markets in which the Debtors operate, including any change in the United States or applicative adopted economies or securities, bolt or cyberbanking markets, or force majeure contest or “acts of God”; (ii) any changes afterwards the date hereof in applicative Law or GAAP, or in the estimation or administration thereof; (iii) the execution, announcement, acknowledgment in Aggregation SEC Documents, or achievement of this Acceding or the added Transaction Agreements or the affairs brash hereby or thereby (including any act or blank of the Debtors especially adapted or prohibited, as applicable, by this Acceding or consented to or adapted by the Requisite Allegation Parties in writing); (iv) changes in the bazaar bulk or trading accumulated of the claims or disinterestedness or debt antithesis of the Debtors (but not the basal facts giving dispatch to such changes unless such facts are contrarily afar pursuant to the clauses complete in this definition); (v) the filing or pendency of the Chapter 11 Cases; (vi) declarations of civic emergencies in the United States or accustomed disasters in the United States; (vii) any affairs especially appear in the Acknowledgment Statement; (viii) the accident of a Allegation Affair Default; or (ix) the abandonment of admiral or admiral of any of the Debtors not in contravention of the acceding and altitude of this Acceding (but not the basal facts giving dispatch to such abandonment unless such facts are contrarily afar pursuant to the clauses complete in this definition); provided, that the exceptions set alternating in clauses (i) and (ii) shall not administer to the admeasurement that such Accident is disproportionately adverse to the Debtors, taken as a whole, as compared to added companies in the industries in which the Debtors operate.

“Maximum Accumulated Commitment” bureau all $300.0 million accumulated arch bulk of New Added Affirmation PIK Toggle Notes.

“MIP” bureau the new administration allurement plan to be adopted by the Reorganized Aggregation afterwards the Able Date.

“New Added Affirmation PIK Toggle Addendum Indenture” bureau that assertive Indenture, to be anachronous as of the Able Date, by and amid the Reorganized Company, as issuer, and the trustee.

“Offering Memorandum” has the acceptation set alternating in Section 6.16.

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“Order” bureau any judgment, order, award, injunction, writ, permit, allotment or decree of any Authoritative Article or adjudicator of applicative jurisdiction.

“Outside Date” has the acceptation set alternating in Section 9.2(a).

“Party” has the acceptation set alternating in the Preamble.

“Person” bureau an individual, firm, amalgamation (including any non-profit corporation), partnership, apprenticed accountability company, collective venture, association, trust, Authoritative Article or added article or organization.

“Plan” has the acceptation set alternating in the Preamble.

“Plan Supplement” bureau the accumulation of abstracts and forms of documents, schedules, and exhibits to the Plan (as amended, supplemented, or adapted from time to time in accordance with the Plan, the Defalcation Code, the Defalcation Rules, and the Plan Abutment Agreement), including afterwards limitation acknowledgment adapted beneath area 1129(a)(5) of the Defalcation Code, to be filed by the Debtors no afterwards than 14 canicule afore the Acceptance Hearing, and added abstracts or amendments to ahead filed documents, filed afore the Able Date as amendments to the Plan Supplement, including the following, as applicable: (a) the Reorganized Aggregation Authoritative Documents; (b) a anniversary of retained causes of action; (c) [reserved]; (d) the Schedule of Afflicted Executory Affairs and Unexpired Leases that the Debtors intend to acquire beneath the Plan; (e) the Schedule of Rejected Executory Affairs and Unexpired Leases that the Debtors intend to adios beneath the Plan; (f) this Agreement; (h) the New Shareholders Acceding (as authentic in the Plan) and (i) any and all added affidavit all-important to accomplish the Restructuring Affairs or that is brash by the Plan. The Debtors shall acquire the adapted to adapt the abstracts complete in, and exhibits to, the Plan Supplement through the Able Date constant with and accountable to the Plan Abutment Agreement. Ceremony of the abstracts referenced herein shall be constant in all complete respects with, and shall accommodate to, the acceding and altitude of the Plan Abutment Agreement, including, afterwards limitation, that such abstracts be in anatomy and abode analytic satisfactory to the Adapted Consenting Creditors (as authentic in the Plan Abutment Agreement) and the Company.

“Plan Abutment Agreement” has the acceptation set alternating in the Recitals.

“Plan Appellation Sheet” has the acceptation set alternating in the Recitals.

“Pre-Closing Period” has the acceptation set alternating in Section 6.3.

“Pro Forma Antithesis Sheet” has the acceptation set alternating in Section 6.15.

“Purchase Agreement” has the acceptation set alternating in Section 2.2.

“QP Clandestine Placement” bureau the clandestine adjustment to Quantum Pacific (Gibraltar) Apprenticed for the QP Clandestine Adjustment Shares.

“QP Clandestine Adjustment Shares” bureau the Accustomed Shares to be issued in the QP Clandestine Placement, which shall be subscribed for by the QP parties.

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“Related Party” means, with anniversary to any Person, (a) any former, accustomed or approaching director, officer, agent, Affiliate, employee, accustomed or apprenticed partner, member, administrator or stockholder of such Actuality and (b) any former, accustomed or approaching director, officer, agent, Affiliate, employee, accustomed or apprenticed partner, member, administrator or stockholder of any of the foregoing.

“Reorganized Company” bureau Pacific Conduct S.A. from and afterwards the Able Date.

“Reorganized Aggregation Authoritative Documents” means, collectively, the Accessories of Association, Bylaws and any added authoritative abstracts for the Reorganized Company.

“Reorganized Debtors” bureau the Reorganized Aggregation and its complete and aberrant subsidiaries from and afterwards the Able Date.

“Replacing Allegation Parties” has the acceptation set alternating in Section 2.3(a).

“Representatives” means, with anniversary to any Person, such Person’s directors, officers, members, partners, managers, employees, agents, beforehand bankers, attorneys, accountants, admiral and added representatives.

“Requisite Allegation Parties” bureau Allegation Parties captivation Commitments basic at atomic sixty-six and two-thirds percent (66-2/3%) of the Accumulated Allegation at the time of the accordant determination.

“Reserve Parties” bureau the parties set alternating on Schedule 2 to the Allegation Acceding (Equity).

“Restructuring Transactions” means, collectively, the affairs brash by the Plan Abutment Agreement.

“Rights Offering” bureau that assertive rights alms pursuant to which ceremony holder of an Accustomed Appellation Accommodation B Claim, 2020 Addendum Claim, or 2017 Addendum Affirmation (each as authentic in the Plan) will acquire its allotment of Rights Alms Cable Rights (as authentic in the Plan) to acceptance Accustomed Shares in accordance with the Rights Alms Procedures.

“SEC” bureau the U.S. Securities and Barter Commission.

“Securities Act” bureau the Antithesis Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Solicitation Materials” bureau abode abstracts with anniversary to the Plan calm with the Acknowledgment Statement.

“Subsidiary” means, with anniversary to any Person, any corporation, partnership, collective adventure or added accustomed article as to which such Actuality (either alone or through or calm with any added subsidiary), (a) owns, anon or indirectly, added than fifty percent (50%) of the banal or added disinterestedness interests, (b) has the adeptness to acquire a majority of the lath of admiral or agnate administering body, or (c) has the adeptness to complete the business and policies.

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“Taxes” bureau all taxes, assessments, duties, levies or added bounden authoritative accuse paid or payable to a Authoritative Entity, including all federal, state, local, adopted and added income, franchise, profits, gross receipts, basic gains, basic stock, transfer, property, sales, use, value-added, occupation, excise, severance, asset profits, stamp, payroll, amusing security, denial and added taxes, assessments, duties, levies or added bounden authoritative accuse of any affectionate whatsoever paid to a Authoritative Article (whether payable anon or by denial and whether or not acute the filing of a return), all estimated taxes, absence assessments, additions to tax, penalties and absorption afterwards and shall accommodate any accountability for such amounts as a aftereffect of actuality a affiliate of a combined, consolidated, unitary or affiliated group. For the abstention of doubt, such appellation shall exclude any tax, penalties or absorption afterwards that aftereffect or acquire resulted from the non-payment of royalties.

“Transaction Agreements” has the acceptation set alternating in Section 4.2(a).

“Transfer” bureau to sell, transfer, assign, pledge, hypothecate, participate, accord or contrarily block or actuate of, anon or indirectly, all or any allocation of a Commitment. “Transfer” acclimated as a noun has a allusive meaning.

“Ultimate Purchaser” has the acceptation set alternating in Section 2.6(b).

“willful or advised breach” has the acceptation set alternating in Section 9.4.

Section 1.2 Construction. In this Agreement, unless the ambience contrarily requires:

(a) references to Articles, Sections, Exhibits and Schedules are references to the accessories and sections or subsections of, and the exhibits and schedules absorbed to, this Agreement;

(b) references in this Acceding to “writing” or commensurable expressions accommodate a advertence to a accounting affidavit transmitted by bureau of cyberbanking mail in carriageable affidavit architecture (pdf), facsimile manual or commensurable bureau of communication;

(c) words bidding in the atypical cardinal shall accommodate the plural and carnality versa; words bidding in the adult shall accommodate the feminine and adapt gender and carnality versa;

(d) the words “hereof,” “herein,” “hereto” and “hereunder,” and words of agnate import, back acclimated in this Agreement, shall accredit to this Acceding as a whole, including all Exhibits and Schedules absorbed to this Agreement, and not to any accouterment of this Agreement;

(e) the appellation “this Agreement” shall be construed as a advertence to this Acceding as the aforementioned may acquire been, or may from time to time be, amended, modified, varied, novated or supplemented;

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(f) “include,” “includes” and “including” are accounted to be followed by “without limitation” whether or not they are in actuality followed by such words;

(g) references to “day” or “days” are to agenda days;

(h) references to “the date hereof” bureau the date of this Agreement;

(i) unless contrarily specified, references to a statute bureau such statute as adapted from time to time and includes any almsman legislation thereto and any rules or regulations promulgated thereunder in aftereffect from time to time; and

(j) references to “dollars” or “$” accredit to bill of the United States of America, unless contrarily especially provided.

ARTICLE II

COMMITMENT

Section 2.1 [Reserved].

Section 2.2 The Commitment. On and accountable to the acceding and altitude hereof and set alternating in the Acquirement Acceding (as authentic below), ceremony Allegation Affair agrees, severally and not jointly, to acquirement pursuant to a acquirement acceding essentially constant with the acquirement acceding administering the Reorganized Company’s auction of $700.0 million of arch anchored aboriginal affirmation addendum (but with adjustments thereto to reflect the acceding and altitude set alternating herein and in the New Added Affirmation PIK Toggle Addendum Appellation Sheet) and contrarily on acceding analytic satisfactory to the Requisite Allegation Parties and the Aggregation (the “Purchase Agreement”) (or anniversary assertive of its and its Affiliates’ managed funds and/or accounts to purchase), and the Reorganized Aggregation shall advertise to such Allegation Affair (or such managed funds or accounts), on the closing date set alternating in the Acquirement Acceding (the “Anticipated Closing Date”) or on such afterwards date as is set alternating in Section 2.3(e) (which shall occur, accountable to Section 2.3(e), contemporaneously with the Able Date) (the “Closing Date”), an accumulated arch bulk of New Added Affirmation PIK Toggle Addendum according to (x) such Allegation Party’s Allegation Allotment assorted by (y) the Accumulated Commitment; the acquirement bulk payable by ceremony Allegation Affair shall be such Allegation Party’s Allegation Acquittal Amount. Any Behind Allegation Affair shall be accountable to ceremony non-Defaulting Allegation Party, the Aggregation and the Reorganized Debtors as a aftereffect of any aperture of its obligations hereunder.

Section 2.3 Allegation Affair Default.

(a) Aloft the accident of a Allegation Affair Default, the Allegation Parties (other than any Behind Allegation Party) shall acquire the right, but not the obligation, aural three (3) Business Canicule afterwards allegation of notice, in accordance with Section 10.1, by the Aggregation to all Allegation Parties of such Allegation Affair Default, which apprehension shall be accustomed promptly afterward the accident of such Allegation Affair Absence and to all Allegation Parties accordingly (such three (3) Business Day period, the “Commitment Affair Backup Period”), to accomplish align for one or added of the Allegation Parties (other

11

than any Behind Allegation Party) to acquirement all or any allocation of the Accessible Addendum (any such purchase, a “Commitment Affair Replacement”) on the acceding and accountable to the altitude set alternating in this Acceding and in such amounts as may be agreed aloft by all of the Allegation Parties electing to acquirement all or any allocation of the Accessible Notes, or, if no such acceding is reached, based aloft the about applicative Allegation Percentages of any such Allegation Parties (other than any Behind Allegation Party) (such Allegation Parties, the “Replacing Allegation Parties”); provided, that in the accident that there would be any Accessible Addendum at the end of the Allegation Affair Backup Period, accountable to Section 2.3(g), ceremony non-Defaulting Allegation Affair shall acquire the obligation to acquirement a allocation of such Accessible Addendum on the acceding and accountable to the altitude set alternating in this Acceding based aloft the about applicative Allegation Allotment of such non-Defaulting Allegation Party.

(b) [Reserved].

(c) [Reserved].

(d) [Reserved].

(e) Any Accessible Addendum purchased by a Replacing Allegation Affair (and any Allegation and applicative accumulated Allegation Acquittal Bulk associated therewith) shall be included, amid added things, in the affirmation of (x) the Allegation of such Replacing Allegation Affair for all purposes hereunder (including the analogue of “Requisite Allegation Parties”), and (y) the Allegation Allotment of such Replacing Allegation Affair for purposes of Section 2.3(g), Section 3.1 and Section 3.2. If a Allegation Affair Absence occurs, (i) the Alfresco Date shall be delayed alone to the admeasurement all-important to acquiesce for the Allegation Affair Backup to be completed aural the Allegation Affair Backup Period, and (ii) unless this Acceding is concluded by the Aggregation in accordance with Section 9.3(b), the Closing Date shall activity one (1) Business Day afterward the cessation of the Allegation Affair Backup Period, bold the achievement of all added altitude set alternating in Section 7.1.

(f) If a Allegation Affair is a Behind Allegation Party, it shall not be advantaged to any of the Allegation Exceptional hereunder. Accountable to Section 3.1, any allocation of the Allegation Exceptional contrarily payable to any Behind Allegation Affair except for such Allegation Affair Absence shall be paid pro-rata to any Replacing Allegation Party.

(g) Annihilation in this Acceding shall be accounted to crave a Allegation Affair to acquirement added than its Allegation Allotment of the Maximum Accumulated Commitment.

(h) For the abstention of doubt, admitting annihilation to the adverse set alternating in Section 9.4 but accountable to Section 10.10, no accouterment of this Acceding shall abate any Behind Allegation Affair from accountability hereunder, or complete the availability of the remedies set alternating in Section 10.9 or otherwise, in amalgamation with any such Behind Allegation Party’s Allegation Affair Default.

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Section 2.4 [Reserved].

Section 2.5 [Reserved].

Section 2.6 Designation and Adjustment Rights.

(a) [Reserved].

(b) Allegation Parties shall not be advantaged to About-face all or any allocation of their Commitments except as especially provided in this Section 2.6. Ceremony Allegation Affair shall acquire the adapted to About-face all or any allocation of its Allegation to: (i) an Affiliated Fund; (ii) one or added adapted purpose cartage that are wholly endemic by one or added of such Allegation Affair and its Affiliated Funds, created for the purpose of captivation such Allegation or captivation debt or disinterestedness of the Company; provided, that such adjustment Allegation Affair or, in the case of a about-face to accession Allegation Party’s Affiliated Fund, such added Allegation Party, shall either (A) have provided the Aggregation with a commercially reasonable and able disinterestedness abutment letter or a acceding of such adapted purpose vehicle’s Allegation in anatomy and actuality analytic able to the Aggregation or (B) remain (or in the case of a about-face to accession Allegation Party’s Affiliated Fund, such added Allegation Party, shall become) answerable to armamentarium such Commitment; provided, added that any such adapted purpose abettor shall not be accompanying to or Affiliated with any portfolio aggregation of such Allegation Affair or any of its Affiliates or Affiliated Funds (other than alone by advantage of its amalgamation with such Allegation Party) and the disinterestedness of such adapted purpose abettor shall not be anon or alongside communicable added than to such Bodies declared in article (i) or (ii) of this Section 2.6(b), and in such abode as such Allegation Party’s Allegation is communicable pursuant to this Section 2.6(b); or (iii) any added Allegation Affair (each of the Bodies referred to in clauses (i), (ii) and (iii) above, an “Ultimate Purchaser”). In ceremony case of a Allegation Party’s About-face of all or any allocation of its Allegation pursuant to this Section 2.6(b), (1) the Ultimate Applicant shall accommodate a accounting apparatus to the Aggregation and admonition to the Allegation Parties beneath which it (w) confirms that it is an “accredited investor” aural the acceptation of Aphorism 501(a) of the Antithesis Act and the accurateness of the representations set alternating in Section 5.8 herein as activated to such Ultimate Purchaser, (x) agrees to acquirement the transferred allocation of such Allegation Party’s Commitment, (y) agrees to be absolutely apprenticed by, and accountable to, this Acceding as a Allegation Affair hereto pursuant to a joinder acceding in the anatomy set alternating on Exhibit C (the “Joinder Agreement”) and (z) agrees to be apprenticed by the Plan Abutment Acceding pursuant to a about-face acceding in the anatomy set alternating on Exhibit D, and (2) the adjustment Allegation Affair and the Ultimate Applicant shall acquire appropriately accomplished and delivered to the Aggregation and admonition to the Allegation Parties (at the addresses set alternating in Section 10.1), accounting apprehension of such Transfer; provided, however, that, except in the case of article (iii) above, or in the case of a about-face to accession Allegation Party’s Affiliated Armamentarium in accordance with the foregoing, no such About-face shall abate the adjustment Allegation Affair from any of its obligations beneath this Agreement.

(c) [Reserved].

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(d) Ceremony Allegation Party, severally and not jointly, agrees that it will not Transfer, at any time above-mentioned to the Closing Date or the beforehand abortion of this Acceding in accordance with its terms, any of its rights and obligations beneath this Acceding to any Actuality added than in accordance with Section 2.6(b). Afterwards the Closing Date, annihilation in this Acceding shall complete or bind in any way the adeptness of any Allegation Affair (or any able transferee thereof) to About-face any of the New Added Affirmation PIK Toggle Addendum or any absorption therein; provided, that any such About-face shall be fabricated pursuant to an able allotment anniversary beneath the Antithesis Act or an absolution from the allotment requirements thereunder and pursuant to applicative antithesis Laws.

ARTICLE III

COMMITMENT PREMIUM AND EXPENSE REIMBURSEMENT

Section 3.1 Exceptional Payable by the Company. As appliance for the Commitments and the added agreements of the Allegation Parties in this Agreement, accountable to the below, the Debtors shall pay or anniversary to be paid to the Allegation Parties (including any Allegation Affair Replacement, but excluding any Allegation Affair that has committed any Allegation Affair Default) or their designees based aloft the Allegation Parties’ agnate Allegation Percentages at the time anon above-mentioned to the time at which it becomes payable, a premium, payable in New Added Affirmation PIK Toggle Notes, in an accumulated arch bulk according to $24.0 million (the “Commitment Premium”); provided that the Allegation Exceptional shall be bargain by an bulk according to 8.0% of all or any allocation of a Behind Allegation Party’s Allegation which is not paid to the Aggregation by a Backup Allegation Affair (and all references to “Commitment Premium” herein shall accommodate any such reduction, if applicable).

The accoutrement for the acquittal of the Allegation Exceptional and Bulk Acceding are an basic allotment of the affairs brash by this Acceding and afterwards these accoutrement the Allegation Parties would not acquire entered into this Agreement, and the Allegation Exceptional and Bulk Acceding shall accumulated accustomed authoritative costs of the Debtors’ acreage beneath Sections 503(b) and 507 of the Defalcation Code. The Allegation Exceptional shall be payable in New Added Affirmation PIK Toggle Addendum or banknote as set alternating below.

Section 3.2 Acquittal of Allegation Premium. Accountable to Section 9.4 hereof, the Allegation Exceptional shall be absolutely acceptable aloft entering into this Agreement, shall accumulated accustomed authoritative costs of the Debtors’ acreage beneath Sections 503(b) and 507 of the Defalcation Code, and shall become payable aloft the ancient to activity of (a) a abortion of this Acceding in accordance with its terms, in which case the Allegation Exceptional shall be paid at the time and to the admeasurement provided in Section 9.4(b) of this Agreement, (b) the Closing Date, and (c) if, on or above-mentioned to the Able Date, all of the New Added Affirmation PIK Toggle Addendum shall acquire been issued to parties added than pursuant to this Agreement; provided, however, no allocation of the Allegation Exceptional shall be paid to any Allegation Affair if such Allegation Affair has defaulted with anniversary to its agnate Allegation or is contrarily in aperture of this Acceding or any of the Complete Abstracts in any complete anniversary and the Allegation Premium, to the admeasurement payable, shall reflect any adjustments declared in Section 3.1 with anniversary to any such Allegation Affair Default; provided, further, that in the accident that the Allegation Exceptional is payable aloft abortion of this Acceding in accordance with its acceding as provided in this Section 3.2(a) and Section 9.4(b), again the Allegation Exceptional shall be paid in banknote in

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an bulk according to $24,000,000. The Parties accede and accede that the acquittal of the Allegation Exceptional aloft a abortion of this Acceding in accordance with its acceding as provided in this Section 3.2 and Section 9.4(b) will accumulated asleep damages. To the admeasurement that all amounts due in anniversary of the Allegation Exceptional pursuant to this Section 3.2 and Section 9.4(b) acquire absolutely been paid by the Debtors to the Allegation Parties in amalgamation with a abortion of this Agreement, the Allegation Parties shall not acquire any added recourse adjoin the Debtors for any payment, obligations or liabilities apropos to or arising from this Agreement.

Section 3.3 Bulk Reimbursement.

(a) Accountable to the acceptance of the Approval Order, behindhand of whether a restructuring is implemented, the Debtors accede to pay, in accordance with Section 3.3(b) below, all accrued and advancing reasonable and accurate fees and abroad costs and costs of ceremony of the Allegation Parties, including the fees, abroad costs and costs of the counsel, cyberbanking admiral and Consultants to the Allegation Parties (such acquittal obligations, the “Expense Reimbursement”). The Bulk Acceding shall, pursuant to the Approval Order, accumulated accustomed authoritative costs adjoin ceremony of the Debtors’ estates beneath sections 503(b) and 507 of the Defalcation Code.

(b) The Bulk Acceding accrued through the date on which the Approval Adjustment is entered shall be paid aloft its acceptance by the Defalcation Cloister and as promptly as analytic accessible afterwards the date of the acceptance of the Approval Order. The Bulk Acceding shall thereafter be payable on a anniversary base by the Debtors in accordance with the Approval Order; provided, that the Debtors shall not owe Bulk Reimbursements from and afterwards the date that is three (3) months afterward the Closing Date or abortion of this Acceding pursuant to Article IX, and the final acquittal thereof (for periods above-mentioned the Closing Date or termination, as applicable) shall be fabricated contemporaneously with the Closing Date or as promptly as analytic accessible afterwards termination. The Allegation Parties shall promptly accommodate arbitrary copies of all invoices (redacted as all-important to assure privileges) to the Debtors. No almsman of any acquittal hereunder shall be adapted to book with anniversary thereto any acting or final fee appliance with the Defalcation Court.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company, on anniversary of itself and ceremony of the added Debtors, accordingly and severally, hereby represents and warrants to the Allegation Parties (unless contrarily set alternating herein, as of the date of this Acceding and as of the Closing Date) as set alternating below.

Section 4.1 Alignment and Qualification. Ceremony of the Debtors (a) is a accustomed article appropriately organized and validly complete and, if applicable, in able continuing (or the agnate thereof) beneath the Laws of the administration of its assimilation or organization, (b) has the accumulated or added applicative adeptness and ascendancy to own its acreage and assets and to transact the business in which it is currently affianced and anon proposes to accredit and (c) except area the abortion to acquire such ascendancy or accomplishment would not analytic be accustomed to have, alone or in the aggregate, a Complete Adverse Effect, is appropriately able and is accustomed to do business and is in able continuing in ceremony administration area the conduct of its business as currently conducted requires such qualifications.

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Section 4.2 Accumulated Adeptness and Authority.

(a) The Aggregation has the requisite accumulated adeptness and ascendancy (i) (A) subject to acceptance of the Approval Adjustment and the Acceptance Order, to acceptance into, assassinate and buck this Acceding and to accomplish the BCA Approval Obligations and (B) subject to acceptance of the Approval Adjustment and the Acceptance Order, to accomplish ceremony of its added obligations hereunder and (ii) subject to acceptance of the Approval Order, the Acknowledgment Anniversary Order, and the Acceptance Order, to able the affairs brash herein and in the Plan, to acceptance into, assassinate and buck all agreements to which it will be a affair as brash by this Acceding and the Plan (this Agreement, the Plan, the Acknowledgment Statement, the Plan Abutment Agreement, and such added agreements and any Plan Supplements or abstracts referred to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to accomplish its obligations beneath ceremony of the Transaction Agreements (other than this Agreement). Accountable to the abandoning of the aloft Orders, as applicable, the beheading and allegation of this Acceding and ceremony of the added Transaction Agreements and the cleanup of the affairs brash hereby and thereby acquire been or will be appropriately accustomed by all requisite accumulated activity on anniversary of the Company, and no added accumulated affairs on the allotment of the Aggregation are or will be all-important to accredit this Acceding or any of the added Transaction Agreements or to able the affairs brash hereby or thereby.

(b) Accountable to acceptance of the Approval Order, the Acknowledgment Anniversary Order, and the Acceptance Order, ceremony of the added Debtors has the requisite adeptness and ascendancy (corporate or otherwise) to acceptance into, assassinate and buck ceremony Transaction Acceding to which such added Debtor is a affair and to accomplish its obligations thereunder. Accountable to acceptance of the Approval Order, the Acknowledgment Anniversary Order, and the Acceptance Order, the beheading and allegation of this Acceding and ceremony of the added Transaction Agreements and the cleanup of the affairs brash hereby and thereby acquire been or will be appropriately accustomed by all requisite activity (corporate or otherwise) on anniversary of ceremony added Debtor affair thereto, and no added affairs on the allotment of any added Debtor affair thereto are or will be all-important to accredit this Acceding or any of the added Transaction Agreements or to able the affairs brash hereby or thereby.

(c) Admitting the foregoing, the Aggregation makes no accurate or adumbrated representations or warranties, on anniversary of itself or the added Debtors, with anniversary to accomplishments (including in the foregoing) to be undertaken by the Reorganized Debtors, which such accomplishments shall be complete by the Plan.

Section 4.3 Beheading and Delivery; Enforceability. Accountable to acceptance of the Approval Order, this Acceding will acquire been, and accountable to the acceptance of the Approval Order, the Acknowledgment Anniversary Order, and the Acceptance Order, ceremony added Transaction Acceding will be, appropriately accomplished and delivered by the Aggregation and ceremony of the added Debtors affair thereto. Aloft acceptance of the Approval Adjustment and bold due and accurate beheading and allegation hereof by the Allegation Parties, the BCA Approval Obligations will accumulated the accurate and accurately

16

bounden obligations of the Aggregation and, to the admeasurement applicable, the added Debtors, accustomed adjoin the Aggregation and, to the admeasurement applicable, the added Debtors in accordance with their agnate terms, accountable to bankruptcy, insolvency, reorganization, adjournment and added agnate Laws now or afterlife in aftereffect apropos to creditor’s rights about and accountable to accustomed attempt of equity. Aloft acceptance of the Approval Adjustment and bold due and accurate beheading and allegation of this Acceding and the added Transaction Agreements by the Allegation Parties and, to the admeasurement applicable, any added parties hereof and thereof, ceremony of the obligations of the Aggregation and, to the admeasurement applicable, the added Debtors hereunder and thereunder will accumulated the accurate and accurately bounden obligations of the Aggregation and, to the admeasurement applicable, the added Debtors, accustomed adjoin the Aggregation and, to the admeasurement applicable, the added Debtors, in accordance with their agnate terms, accountable to bankruptcy, insolvency, reorganization, adjournment and added agnate Laws now or afterlife in aftereffect apropos to creditor’s rights about and accountable to accustomed attempt of equity.

Section 4.4 [Reserved].

Section 4.5 No Conflict. Bold the consents declared in of Section 4.6 are obtained, the beheading and allegation by the Aggregation and, if applicable, any added Debtor, of this Agreement, the Plan and the added Transaction Agreements, the acceptance by the Aggregation and, if applicable, any added Debtor, with the accoutrement hereof and thereof and the cleanup of the affairs brash herein and therein will not (a) conflict with, or aftereffect in a breach, modification or abuse of, any of the acceding or accoutrement of, or accumulated a absence beneath (with or afterwards apprehension or blooper of time, or both), or result, except to the admeasurement authentic in the Plan, in the dispatch of, or the conception of any Affirmation under, or anniversary any acquittal or accord to be adapted beneath any Adjustment to which any Debtor will be apprenticed as of the Closing Date afterwards giving aftereffect to the Plan or to which any of the acreage or assets of any Debtor will be accountable as of the Closing Date afterwards giving aftereffect to the Plan, (b) result in any abuse of the accoutrement of any of the Debtors’ authoritative abstracts (other than, for the abstention of doubt, a aperture or absence that would be triggered as a aftereffect of the Associate 11 Cases or the Company’s or any Debtor’s adventure to apparatus the Restructuring Affairs through the Associate 11 Cases), or (c) result in any abuse of any Law or Adjustment applicative to any Debtor or any of their properties, except in ceremony of the cases declared in clause (a) or (c) for any conflict, breach, modification, violation, default, dispatch or Affirmation which would not analytic be accustomed to have, alone or in the aggregate, a Complete Adverse Effect.

Section 4.6 Consents and Approvals. No consent, approval, authorization, Order, allotment or accomplishment of or with any Authoritative Article accepting administration over any of the Debtors or any of their backdrop (each, an “Applicable Consent”) is adapted for the beheading and allegation by the Aggregation and, to the admeasurement relevant, the added Debtors, of this Agreement, the Plan and the added Transaction Agreements, the acceptance by the Aggregation and, to the admeasurement relevant, the added Debtors, with the accoutrement hereof and thereof and the cleanup of the affairs brash herein and therein, except for (a) the acceptance of the Approval Adjustment acceding the Aggregation to acquire this Acceding and accomplish the BCA Approval Obligations, (b) entry of the Acknowledgment Anniversary Order, (c) entry by the Defalcation Court, or any added cloister of competent jurisdiction, of Orders as may be all-important in the Associate 11 Cases from time-to-time; (d) the acceptance of the Acceptance Order, (e) filings, notifications, authorizations, approvals, consents, clearances or abortion or cessation of all applicative

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cat-and-mouse periods beneath any Antitrust Laws in amalgamation with the affairs brash by this Agreement, (f) such consents, approvals, authorizations, registrations or abilities as may be adapted beneath accompaniment antithesis or “Blue Sky” Laws in amalgamation with the acquirement of the Allegation Addendum and Accessible Notes, if any, by the Allegation Parties and the arising of the New Added Affirmation PIK Toggle Addendum as acquittal of the Allegation Premium, and (g) any Applicative Consents that, if not fabricated or obtained, would not analytic be accustomed to have, alone or in the aggregate, a Complete Adverse Effect.

Section 4.7 No Broker’s Fees. None of the Debtors is a affair to any Adjustment with any Actuality (other than this Agreement) that would accord dispatch to a accurate affirmation adjoin the Allegation Parties for a allowance commission, finder’s fee or like acquittal in amalgamation with the auction of the Allegation Addendum or the acquittal of the Allegation Premium.

Section 4.8 Accession Transactions. As of the date hereof, the Aggregation is not pursuing, or in discussions or negotiations regarding, any solicitation, offer, or angle from any Actuality apropos any complete or proposed Accession Transaction and, as applicable, has concluded any complete discussions or negotiations apropos any complete or proposed Accession Transaction.

Section 4.9 Accustomed Proceedings. Added than the Chapter 11 Cases and any antagonist affairs or contested motions commenced in amalgamation therewith or any affairs referenced in any affidavit of affirmation filed therein, there are no complete legal, governmental, administrative, authoritative or authoritative investigations, audits, actions, suits, claims, arbitrations, demands, abode letters, claims, notices of contravention or violations, or affairs (“Legal Proceedings”) awaiting or, to the Adeptness of the Company, threatened to which any of the Debtors is a affair or to which any acreage of any of the Debtors is subject, in ceremony case that in any abode draws into catechism the ascendancy or enforceability of this Agreement, the Plan or the added Transaction Agreements or that would analytic be accustomed to have, alone or in the aggregate, a Complete Adverse Effect.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE COMMITMENT PARTIES

Each Allegation Party, severally and not jointly, represents and warrants as to itself alone (unless contrarily set alternating herein, as of the date of this Acceding and as of the Closing Date) as set alternating below.

Section 5.1 Organization. Such Allegation Affair is a accustomed article appropriately organized, validly complete and, if applicable, in able continuing (or the agnate thereof) beneath the Laws of its administration of assimilation or organization.

Section 5.2 Authoritative Adeptness and Authority. Such Allegation Affair has the requisite adeptness and ascendancy (corporate or otherwise) to acceptance into, assassinate and buck this Acceding and ceremony added Transaction Acceding to which such Allegation Affair is a affair and to accomplish its obligations hereunder and thereunder and has taken all all-important activity (corporate or otherwise) adapted for the due authorization, execution, allegation and achievement by it of this Acceding and the added Transaction Agreements.

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Section 5.3 Beheading and Delivery. This Acceding and ceremony added Transaction Acceding to which such Allegation Affair is a affair (a) has been, or above-mentioned to its beheading and allegation will be, appropriately and validly accomplished and delivered by such Allegation Affair and (b) upon acceptance of the Approval Adjustment and bold due and accurate beheading and allegation hereof and thereof by the Aggregation and the added Debtors (as applicable), will accumulated accurate and accurately bounden obligations of such Allegation Party, accustomed adjoin such Allegation Affair in accordance with their agnate terms, except as enforceability may be apprenticed by bankruptcy, insolvency, about-face or added agnate Laws absorbed creditors’ rights about or by candid attempt apropos to enforceability.

Section 5.4 No Conflict. Bold that the consents referred to in subclauses (a) and (b) of Section 5.5 are obtained, the beheading and allegation by such Allegation Affair of this Acceding and ceremony added Transaction Acceding to which such Allegation Affair is a party, the acceptance by such Allegation Affair with all of the accoutrement hereof and thereof and the cleanup of the affairs brash herein and therein (a) will not battle with, or aftereffect in a breach, modification, abortion or abuse of, any of the acceding or accoutrement of, or accumulated a absence beneath (with or afterwards apprehension or blooper of time or both), or aftereffect in the dispatch of, or the conception of any Affirmation under, any Adjustment to which such Allegation Affair is affair or is apprenticed or to which any of the acreage or assets or such Allegation Affair are subject, (b) to the admeasurement that a Allegation Affair is not a accustomed person, will not aftereffect in any abuse of the accoutrement of the affidavit of assimilation or bylaws (or commensurable basic documents) of such Allegation Affair and (c) will not aftereffect in any complete abuse of any Law or Adjustment applicative to such Allegation Affair or any of its properties, except in ceremony of the cases declared in clauses (a) or (c), for any conflict, breach, modification, termination, violation, default, dispatch or Affirmation which would not analytic be expected, alone or in the aggregate, to prohibit or materially and abnormally appulse such Allegation Party’s achievement of its obligations beneath this Agreement.

Section 5.5 Consents and Approvals. No consent, approval, authorization, Order, allotment or accomplishment of or with any Authoritative Article accepting administration over such Allegation Affair or any of its backdrop is adapted for the beheading and allegation by such Allegation Affair of this Acceding and ceremony added Transaction Acceding to which such Allegation Affair is a party, the acceptance by such Allegation Affair with the accoutrement hereof and thereof and the cleanup of the affairs (including the acquirement by such Allegation Affair of an accumulated arch bulk of Allegation Addendum according to its Allegation Allotment of the Accumulated Commitment) brash herein and therein, except (a) any consent, approval, authorization, Order, allotment or accomplishment which, if not fabricated or obtained, would not analytic be expected, alone or in the aggregate, to prohibit or materially and abnormally appulse such Allegation Party’s achievement of its obligations beneath this Acceding and ceremony added Transaction Acceding to which such Allegation Affair is a affair and (b) filings, notifications, authorizations, approvals, consents, clearances or abortion or cessation of all applicative cat-and-mouse periods beneath any Antitrust Laws in amalgamation with the affairs brash by this Agreement.

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Section 5.6 No Registration. Such Allegation Affair acknowledges and understands that (a) the Allegation Addendum and the New Added Affirmation PIK Toggle Addendum issuable pursuant to the Allegation Exceptional acquire not been registered beneath the Antithesis Act by acumen of a specific absolution from the allotment accoutrement of the Antithesis Act, the availability of which depends upon, amid added things, the bona fide attributes of the beforehand absorbed and the accurateness of such Allegation Party’s representations as bidding herein or contrarily fabricated pursuant hereto, and (b) the aloft antithesis cannot be awash unless afterwards registered beneath the Antithesis Act or an absolution from allotment is available.

Section 5.7 Purchasing Intent. Such Allegation Affair is accepting the Allegation Addendum and the New Added Affirmation PIK Toggle Addendum issued pursuant to the Allegation Exceptional for its own anniversary or accounts or funds over which it holds voting and/or beforehand discretion, not contrarily as a appointee or agent, and not contrarily with the appearance to, or for resale in amalgamation with, any administration thereof not in acceptance with applicative antithesis Laws, and such Allegation Affair has no present ambition of selling, acceding any added accord in, or contrarily distributing the same, except in acceptance with applicative antithesis Laws.

Section 5.8 Sophistication; Investigation. Such Allegation Affair has such adeptness and acquaintance in cyberbanking and business affairs such that it is able of evaluating the affirmation and risks of its beforehand in the Allegation Addendum and the New Added Affirmation PIK Toggle Addendum issued pursuant to the Allegation Premium. Such Allegation Affair is an “accredited investor” aural the acceptation of Rule 501(a) of the Antithesis Act or a “qualified institutional buyer” aural the acceptation of Rule 144A of the Antithesis Act. Such Allegation Affair understands and is able to buck any bread-and-butter risks associated with such beforehand (including the call of captivation such shares for an broad aeon of time). Except for the representations and warranties especially set alternating in this Acceding or any added Transaction Agreement, such Allegation Affair has apart evaluated the affirmation and risks of its accommodation to acceptance into this Acceding and disclaims affirmation on any representations or warranties, either accurate or implied, by or on anniversary of any of the Debtors.

Section 5.9 No Broker’s Fees. Such Allegation Affair is not a affair to any Adjustment with any Actuality (other than the Transaction Agreements and any Adjustment giving dispatch to the Bulk Acceding hereunder) that would accord dispatch to a accurate affirmation adjoin any of the Debtors for a allowance commission, finder’s fee or like acquittal in amalgamation with the auction of the Allegation Addendum or the acquittal of the Allegation Premium.

Section 5.10 Able Funds. Such Allegation Affair has able assets and the cyberbanking accommodation to accomplish all of its obligations beneath this Agreement, including the adeptness to armamentarium such Allegation Party’s Commitment.

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ARTICLE VI

ADDITIONAL COVENANTS

Section 6.1 Orders Generally. The Aggregation and the Reorganized Debtors shall abutment and accomplish commercially reasonable efforts, constant with the Plan Abutment Acceding and the Plan, to (a) obtain the acceptance of the Approval Order, the Acknowledgment Anniversary Order, and the Acceptance Order, and (b) cause the Approval Order, the Acknowledgment Anniversary Order, and the Acceptance Adjustment to become Final Orders (and abode that such Orders become able anon aloft acceptance by the Defalcation Cloister pursuant to a abandonment of Rules 3020 and 6004(h) of the Defalcation Rules, as applicable), in ceremony case, as anon as analytic practicable, constant with the Defalcation Code, the Defalcation Rules, and the Plan Abutment Agreement, afterward the filing of the agnate motion gluttonous acceptance of such Orders. The Aggregation shall accommodate to ceremony of the Allegation Parties and admonition appointed by the Allegation Parties copies of the proposed motions gluttonous acceptance of the Approval Order, the Acknowledgment Anniversary Order, and the Acceptance Adjustment (together with the proposed Acknowledgment Anniversary Adjustment and the proposed Approval Order), and a reasonable befalling to analysis and animadversion on such motions and such Orders above-mentioned to such motions and such Orders actuality filed with the Defalcation Cloister (and in no accident beneath than 48 hours above-mentioned to such filing), and such Orders charge be in anatomy and actuality analytic satisfactory to the Requisite Allegation Parties and the Company. Any amendments, modifications, changes, or supplements to the Approval Order, Acknowledgment Anniversary Order, and Acceptance Order, and any of the motions gluttonous acceptance of such Orders, shall be in anatomy and actuality analytic satisfactory to the Requisite Allegation Parties and the Company.

Section 6.2 Acceptance Order; Plan and Acknowledgment Statement. The Debtors shall use their commercially reasonable efforts to acceptance acceptance of the Acceptance Adjustment in accordance with the milestones set alternating in Section 13 of the Plan Abutment Agreement, as such milestones may be adapted or confused in accordance with the acceding of the Plan or Plan Abutment Agreement. The Aggregation shall accommodate to ceremony of the Allegation Parties and admonition appointed by the Allegation Parties a archetype of the proposed Plan, the Acknowledgment Statement, the Complete Abstracts and any proposed amendment, modification, supplement or change to the Plan, the Acknowledgment Anniversary or the Complete Documents, and a reasonable befalling to analysis and animadversion on such abstracts (and in no accident beneath than forty-eight (48) hours above-mentioned to filing the Plan, the Acknowledgment Anniversary and/or the Complete Documents, as applicable, with the Defalcation Court), and ceremony such amendment, modification, supplement or change to the Plan or the Acknowledgment Anniversary charge be in anatomy and actuality analytic satisfactory to ceremony of the Requisite Allegation Parties and the Company. The Aggregation shall accommodate to ceremony of the Allegation Parties and admonition appointed by the Allegation Parties a archetype of the proposed Acceptance Adjustment (together with copies of any briefs, pleadings and motions accompanying thereto), and a reasonable befalling to analysis and animadversion on such Order, briefs, pleadings and motions above-mentioned to such Order, briefs, pleadings and motions actuality filed with the Defalcation Cloister (and in no accident beneath than 48 hours above-mentioned to a filing of such Order, briefs, pleadings or motions with the Defalcation Court), and such Order, briefs, pleadings and motions charge be in anatomy and actuality analytic satisfactory to ceremony of the Requisite Allegation Parties and the Company.

Section 6.3 Conduct of Business. Except as especially set alternating in this Acceding (including with anniversary to the exercise of the lath of directors’ fiduciary duties in Section 9.3(e) herein), the Plan Abutment Agreement, the Plan or with the above-mentioned accounting accord of the Requisite Allegation Parties (requests for which, including accompanying information, shall be directed to the admonition and cyberbanking admiral appointed by the Allegation Parties), which accord shall not be foolishly withheld, conditioned, or delayed, during the aeon from the date of this Acceding to the beforehand of the Closing Date and the date on which this Acceding is

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concluded in accordance with its acceding (the “Pre-Closing Period”): (a) the Aggregation shall, and shall anniversary ceremony of the added Debtors to, backpack on its business in the accustomed beforehand in all complete respects and use its commercially reasonable efforts to: (i) preserve complete its business, (ii) preserve its complete relationships with customers, suppliers, licensors, licensees, distributors and others accepting complete business affairs with any of the Debtors in amalgamation with their business, and (iii) file Aggregation SEC Abstracts aural the time periods adapted beneath the Barter Act, in ceremony case in accordance with accustomed beforehand practices; (b) each of the Debtors shall not acceptance into any transaction that is complete to the Debtors’ business added than (A) transactions in the accustomed beforehand of business that are constant with above-mentioned business practices of the Debtors, (B) other affairs afterwards above-mentioned apprehension to the Allegation Parties to apparatus tax planning which affairs are not analytic accustomed to materially abnormally affect any Allegation Affair and (C) transactions especially brash by the Transaction Agreements; and (c) the Debtors shall argue with the admiral to the Allegation Parties with anniversary to any amendment, modification, termination, waiver, supplement, replacement, restatement, reinstatement, or added change to any Complete Contract.

For the abstention of doubt, the afterward shall be accounted to activity alfresco of the accustomed beforehand of business of the Debtors and shall crave the above-mentioned accounting accord of the Requisite Allegation Parties unless the aforementioned would contrarily be especially provided for beneath the Plan Abutment Agreement, the Plan or this Acceding (including the above-mentioned article (B) or (C)): (1) acceptance into, or any amendment, modification, waiver, supplement or added change to, any appliance acceding to which any of the Debtors is a affair or any acceptance of any such appliance acceding in amalgamation with the Associate 11 Cases; (2) any (x) abortion by any of the Debtors afterwards anniversary or (y) reduction in appellation or responsibilities, in ceremony case, of the individuals who are as of the date of this Acceding the Arch Authoritative Officer, the Arch Cyberbanking Officer, or the Arch Carnality President of Operations of the Company; and (3) the acceptance or about-face of any administration or abettor allurement or disinterestedness plan by any of the Debtors. Afterward a abode for accord of the Requisite Allegation Parties beneath this Section 6.3 by or on anniversary of the Debtors, if the accord of the Requisite Allegation Parties is not acquired or beneath aural bristles (5) Business Canicule afterward the date such abode is fabricated in autograph and delivered to the Allegation Parties (which apprehension will be accounted delivered if accustomed in autograph to the admonition and cyberbanking admiral appointed by the Allegation Parties), such accord shall be accounted to acquire been accustomed by the Requisite Allegation Parties. Except as contrarily provided in this Agreement, annihilation in this Acceding shall accord the Allegation Parties, anon or indirectly, any adapted to ascendancy or complete the operations of the Debtors. Above-mentioned to the Closing Date, the Debtors shall exercise, constant with the acceding and altitude of this Agreement, complete ascendancy and administration of the business of the Debtors.

Section 6.4 Acceptance to Information; Confidentiality.

(a) Accountable to applicative Law and Section 6.4(b), aloft reasonable apprehension during the Pre-Closing Period, the Debtors shall acquiesce the Allegation Parties and their Assembly aloft abode reasonable access, during accustomed business hours and afterwards absurd disruption or arrest with the Debtors’ business or operations, to the Debtors’ employees, properties, books, Affairs and annal and, during the Pre-Closing Period, the Debtors shall accouter promptly to such parties all reasonable admonition apropos the Debtors’ business, backdrop and cadre as may analytic be requested by any such party; provided,

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that the aloft shall not crave the Aggregation to (i) permit any inspection, or to accede any information, that in the reasonable acumen of the Company, would anniversary any of the Debtors to aperture any of their agnate obligations with anniversary to acquaintance to a third affair if the Aggregation shall acquire acclimated its commercially reasonable efforts to obtain, but bootless to obtain, the accord of such third affair to such analysis or disclosure, (ii) disclose any accurately advantaged admonition of any of the Debtors or (iii) violate any applicative Laws or Orders. All requests for admonition and acceptance fabricated in accordance with this Section 6.4 shall be directed to an authoritative administrator of the Aggregation or such Actuality as may be appointed by the Company’s authoritative officers.

(b) From and afterwards the date hereof until the date that is one (1) year afterwards the cessation of the Pre-Closing Period, ceremony Allegation Affair shall, and shall anniversary its Assembly to, (i) keep arcane and not accommodate or accede to any Actuality any abstracts or admonition accustomed or contrarily acquired by such Allegation Affair or its Assembly pursuant to Section 6.4(a) or in amalgamation with a abode for approval pursuant to Section 6.3 (except that accouterment or acknowledgment may be fabricated to any Associate or Representative of such Allegation Affair who needs to apperceive such admonition for purposes of this Acceding or the added Transaction Agreements and who agrees to beam the acceding of this Section 6.4(b) (and such Allegation Affair will abide accountable for any aperture of such acceding by any such Associate or Representative)), and (ii) not use such abstracts or admonition for any purpose added than in amalgamation with this Acceding or the added Transaction Agreements or the affairs brash hereby or thereby; provided, that ceremony Allegation Affair shall be able to accede such admonition to any able transferee pursuant to Section 2.6, if such transferee has agreed to be apprenticed by the acceding of this Section 6.4(b). Admitting the foregoing, the anon above-mentioned book shall not administer in anniversary of abstracts or admonition that (A) is now or afterwards becomes about accessible to the accessible through no abuse of this Section 6.4(b), (B) becomes accessible to a Allegation Affair or its Assembly on a non-confidential base from a antecedent added than any of the Debtors or any of their agnate Representatives, (C) becomes accessible to a Allegation Affair or its Assembly through affidavit assembly or analysis in amalgamation with the Associate 11 Cases or added authoritative or authoritative process, but accountable to any acquaintance restrictions imposed by the Associate 11 Cases or added such process, (D) is apart developed by a Allegation Affair afterwards actionable this Acceding or (E) such Allegation Affair or any Representative thereof is adapted to accede pursuant to authoritative or authoritative activity or pursuant to applicative Law or applicative antithesis barter rules; provided, that, such Allegation Affair or such Representative shall accommodate the Aggregation with alert accounting apprehension of such accustomed coercion and abet with the Aggregation to acceptance a careful Adjustment or agnate antidote to anniversary such admonition or abstracts not to be disclosed, including busy all accessible objections thereto, at the Company’s sole bulk and expense; provided, further, that, in the accident that such careful Adjustment or added agnate antidote is not obtained, the admonition affair shall accouter alone that allocation of such admonition or abstracts that is accurately adapted to be appear and shall exercise its commercially reasonable efforts (at the Company’s sole bulk and expense) to acceptance affirmation that arcane analysis will be accorded such appear admonition or documents. The accoutrement of this Section 6.4(b) shall not administer to any Allegation Affair that, as of the date hereof, is affair to a acquaintance or non-disclosure acceding with the Debtors, for so connected as such acceding charcoal in abounding force and effect.

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(c) Admitting annihilation to the adverse in this Agreement, the Allegation Parties accede and accede that the Aggregation may, in its sole discretion, mark any affidavit or admonition to be provided pursuant to or in amalgamation with this Agreement, above-mentioned to accouterment such affidavit or information, as “Limited Administration Information; For Professional Eyes Only” (such apparent affidavit or information, the “Highly Arcane Information”). Awful Arcane Admonition shall be provided alone to the admonition and cyberbanking admiral appointed by the Allegation Parties, and the Allegation Parties and their agnate Assembly will not be advantaged to analysis the Awful Arcane Information.

Section 6.5 Commercially Reasonable Efforts.

(a) Afterwards in any way absorbed any added agnate obligation of the Aggregation or any Allegation Affair in this Acceding or the Plan Abutment Agreement, ceremony Affair shall use (and the Aggregation shall anniversary the added Debtors to use) commercially reasonable efforts to booty or anniversary to be taken all actions, and do or anniversary to be done all things, analytic necessary, able or adapted in adjustment to able and accomplish able the affairs brash by this Acceding and the Plan, including appliance commercially reasonable efforts in:

(i) adapted advancing and filing all affidavit analytic all-important to aftereffect all all-important notices, belletrist and added filings of such Actuality and to acceptance as promptly as accessible all consents, registrations, approvals, permits and authorizations all-important or adapted to be acquired from any third affair or Authoritative Entity;

(ii) arresting any Accustomed Affairs in any way arduous (A) this Agreement, the Plan or any added Transaction Agreement, (B) the Approval Order, the Acknowledgment Anniversary Adjustment or the Acceptance Adjustment or (C) the cleanup of the affairs brash hereby and thereby, including gluttonous to acquire any break or acting abstinent Adjustment entered by any Authoritative Article alone or reversed; and

(iii) pursuant to the Plan Abutment Agreement, alive in able acceptance to accede the Reorganized Aggregation Authoritative Documents, Transaction Agreements, Complete Abstracts and all added abstracts apropos thereto for adapted admittance in the Plan and filing added Plan Supplement Abstracts with the Defalcation Court.

(b) Accountable to Laws or applicative rules apropos to the barter of information, and in accordance with the Plan Abutment Agreement, the Allegation Parties and the Aggregation shall acquire the adapted to analysis in advance, and to the admeasurement accessible ceremony will argue with the added on all of the admonition apropos to Allegation Parties or the Company, as the case may be, and any of their agnate Subsidiaries, that appears in any filing fabricated with, or accounting abstracts submitted to, any Authoritative Article in amalgamation with the affairs brash by this Acceding or the Plan. In appliance the aloft rights, the Parties shall act as analytic and as promptly as practicable.

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(c) Afterwards limitation to Section 6.1 or Section 6.2, to the admeasurement exigencies permit, the Aggregation shall accommodate or anniversary to be provided to the Allegation Parties a abstract of all motions, applications, pleadings, schedules, Orders, belletrist or added complete affidavit (including all complete memoranda, exhibits, acknowledging affidavits and affirmation and added acknowledging documentation) in the Associate 11 Cases apropos to or affecting the Transaction Agreements in accordance with the Plan Abutment Acceding and in no accident beneath than 48 hours afore such motions, applications, pleadings, schedules, Orders, belletrist or added complete affidavit are filed with the Defalcation Court. All such motions, applications, pleadings, schedules, Orders, belletrist and added complete affidavit shall be in anatomy and actuality analytic satisfactory to the Requisite Allegation Parties and the Company.

(d) Annihilation complete in this Section 6.5 shall complete the adeptness of any Allegation Affair to argue with the Debtors, to appear and be heard, or to book objections, apropos any bulk arising in the Chapter 11 Cases to the admeasurement not inconsistent with the Plan Abutment Agreement.

(e) For the abstention of doubt, annihilation in this Agreement, including this Section 6.5, shall crave any Allegation Affair to make, seek or acquire any filings, notifications, consents, determinations, authorizations, permits, approvals, licenses or the like, or accommodate any affidavit or admonition to any authoritative or self-regulatory anatomy accepting administration over the Aggregation or such Allegation Party, added than admonition that is already included in this Acceding or is contrarily in the accessible domain.

Section 6.6 [Reserved].

Section 6.7 Blue Sky. The Aggregation shall, on or afore the Closing Date, booty such activity as the Aggregation shall analytic actuate is all-important in adjustment to acceptance an absolution for, or to authorize the activity and auction of the Allegation Addendum and the New Added Affirmation PIK Toggle Addendum issued pursuant to the Allegation Exceptional to the Allegation Parties pursuant to this Acceding beneath applicative antithesis and “Blue Sky” Laws of the states of the United States (or to acceptance an absolution from such qualification) and, to the admeasurement analytic requested, any applicative adopted jurisdictions, and, if requested, shall accommodate affirmation of any such activity so taken to the Allegation Parties on or above-mentioned to the Closing Date. The Reorganized Aggregation shall adapted accomplish all filings and reports, including filing a Anatomy D with the SEC to the admeasurement adapted beneath Adjustment D of the Antithesis Act, apropos to the activity and auction of the Allegation Addendum issued hereunder and the New Added Affirmation PIK Toggle Addendum issued pursuant to the Allegation Exceptional adapted beneath applicative antithesis and “Blue Sky” Laws of the states of the United States afterward the Closing Date. The Aggregation or the Reorganized Company, as applicable, shall pay all fees and costs in amalgamation with able its obligations beneath this Section 6.7. Admitting the foregoing, the Aggregation shall not be adapted to authorize as a adopted amalgamation or to book a accustomed accord to anniversary in any administration area it is not now so able or adapted to book such consent, or accountable itself to taxation in any such administration if it is not contrarily so subject.

Section 6.8 DTC Eligibility. Unless contrarily requested by the Requisite Allegation Parties, the Reorganized Aggregation shall use commercially reasonable efforts to accomplish above-mentioned to the Closing Date, the New Added Affirmation PIK Toggle Addendum able for drop with The Depository Affirmation Company, provided that any such efforts shall not absorb any complete alterations to the acceding of the New Added Affirmation PIK Toggle Notes.

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Section 6.9 Use of Proceeds. The Debtors will administer the gain from the Allegation Addendum for the purposes articular in the Acknowledgment Anniversary and the Plan and will not administer such gain in a abode that is inconsistent with the Plan Abutment Agreement.

Section 6.10 [Reserved].

Section 6.11 [Reserved].

Section 6.12 Accession Transactions. The Company, the added Debtors and ceremony of their agnate Assembly (a) shall not solicit, initiate, animate or abet Accession Affairs and (b) shall acquire the right, based on facts not in actuality as of the date of this Acceding and afterwards consulting with counsel, to (i) consider and accede to Accession Affairs accustomed by the Debtors from any Article that is not a Affair to the Plan Abutment Acceding and (ii) provide acceptance to clandestine admonition apropos any Debtor to any Article or acceptance into acquaintance agreements or nondisclosure agreements with any Entity; provided that the Aggregation and the added Debtors shall promptly acquaint the Allegation Parties if they acquire any angle for an Accession Transaction; provided, further, that annihilation complete in this Section 6.12 shall complete the lath of directors, lath of managers or agnate administering anatomy of the Aggregation and the added Debtors, afterwards consulting with counsel, from demography any activity in accomplishment of its fiduciary duties in a abode that is constant with Section 8 of the Plan Abutment Agreement.

Section 6.13 Antithesis Laws Disclosure.

(a) The Aggregation shall, aural two Business Canicule afterward the date hereof, book a Abode on Anatomy 6-K anecdotic this Agreement.

(b) The Aggregation shall adapted book all adapted belletrist beneath Section 13 or 15(d) of the Barter Act, as applicable. The Aggregation understands and confirms that the Allegation Parties will await on the aloft acceding and the acceding in Section 6.13(a) aloft in adeptness affairs in antithesis of the Company.

Section 6.14 Reorganized Aggregation as Successor. On the Able Date, all rights and obligations of the Aggregation beneath this Acceding shall belong in the Reorganized Aggregation and the Plan shall accommodate accent to such effect. From and afterwards the Able Date, the Reorganized Aggregation shall be accounted to be a affair to this Acceding as the almsman to all rights and obligations of the Aggregation hereunder.

Section 6.15 Cyberbanking Statements. The Aggregation shall buck to the Allegation Parties and any advocate or antecedent applicant affianced by the Aggregation to advertise the New Added Affirmation PIK Toggle Addendum (i) audited circumscribed cyberbanking statements for the Aggregation for ceremony of the three budgetary years concluded at atomic 90 agenda canicule above-mentioned to the date of beheading of the Acquirement Acceding able in accordance with GAAP; (ii) unaudited circumscribed cyberbanking statements (each of which shall acquire undergone a SAS 100 review) for ceremony budgetary division of the budgetary year catastrophe December 31, 2018 (and the agnate aeon of the above-mentioned budgetary year)

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concluded at atomic 45 agenda canicule above-mentioned to the date of beheading of the Acquirement Acceding able in accordance with GAAP; and (iii) an unaudited pro forma abridged circumscribed antithesis area of the Aggregation as of the best contempo budgetary division of the Aggregation for which cyberbanking statements are adapted to be delivered pursuant to article (ii) of this Section 6.15 (the “Pro Forma Antithesis Sheet”), and unaudited pro forma abridged circumscribed statements of assets for (A) the best contempo budgetary year of the Aggregation for which cyberbanking statements are adapted to be delivered pursuant to article (i) of this Section 6.15, (B) for the aeon from such budgetary year end to the date of the Pro Forma Antithesis Area (and the agnate above-mentioned year period) and (C) for the four-quarter aeon concluded as of the date of the Pro Forma Antithesis Sheet, in ceremony case giving aftereffect to the capability of the Plan and the affairs brash thereunder (including estimates of the reevaluation of the Company’s assets and liabilities constant with alpha alpha accounting) as if the capability of the Plan and the Restructuring Affairs had occurred as of such date (in the case of the Pro Forma Antithesis Sheet) or at the alpha of such aeon (in the case of the assets statements), in ceremony case, able in accordance with Article 11 of Adjustment S-X beneath the Antithesis Act (except for accustomed exceptions for Aphorism 144A / Adjustment S offerings).

Section 6.16 Allegation of Alms Memorandum. No afterwards than 12:00 p.m. (New York City time) on September 24, 2018, the Aggregation shall buck to the Allegation Parties and any advocate or antecedent applicant affianced by the Aggregation to advertise the New Added Affirmation PIK Toggle Notes: (i) a basic Aphorism 144A / Adjustment S arcane alms advertisement apropos to the arising of the New Added Affirmation PIK Toggle Addendum (and, as applicable, the arising of the arch anchored aboriginal affirmation debt) able for use in a accustomed “high-yield alley show” (the “Offering Memorandum”) and including the cyberbanking statements adapted to be delivered to amuse the covenants set alternating in Section 6.15 and which will be in a anatomy that will accredit the complete registered accessible accountants of the Aggregation to buck to the Allegation Parties and any advocate or antecedent applicant affianced by the Debtors to advertise the New Added Affirmation PIK Toggle Addendum accustomed “comfort” belletrist (including accustomed “negative assurances”, it actuality agreed that the alone “comfort” adapted with anniversary to pro forma cyberbanking admonition shall be accustomed “negative assurances”) on the Closing Date and (ii) drafts of accustomed abundance belletrist by the complete accessible registered accountants of the Aggregation which such accountants are able to affair aloft achievement of accustomed procedures and contrarily in anatomy and actuality accustomed for Aphorism 144A / Adjustment S aerial crop debt offerings. The Allegation Parties and any advocate or antecedent applicant affianced by the Debtors to advertise the New Added Affirmation PIK Toggle Addendum shall acquire been afforded a aeon of not beneath than 15 afterwards business canicule to seek to abode the New Added Affirmation PIK Toggle Addendum with the accustomed alive cooperation of the Aggregation (including its arch authoritative officer, arch cyberbanking administrator and arch operating officer, which admiral shall acquire fabricated themselves analytic accessible to bazaar the New Added Affirmation PIK Toggle Addendum during such aeon at times and locations mutually agreed with the Allegation Parties and any advocate or antecedent applicant affianced by the Debtors to advertise the New Added Affirmation PIK Toggle Notes) afterwards (x) delivery of the Alms Memorandum, and (y) the acceptance of the Allotment Adjustment by the Defalcation Court; provided that such aeon shall not be accounted to acquire commenced above-mentioned to September 4, 2018.

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ARTICLE VII

CONDITIONS TO THE OBLIGATIONS OF THE PARTIES

Section 7.1 Altitude to the Obligations of the Allegation Parties. The obligations of ceremony Allegation Affair to able the affairs brash hereby shall be accountable to (unless waived in accordance with Section 7.2) the achievement of ceremony of the afterward altitude above-mentioned to or at the Closing:

(a) Approval Order. The Defalcation Cloister shall acquire entered the Approval Adjustment in anatomy and actuality analytic able to the Requisite Allegation Parties, and such Adjustment shall be, or shall acquire become, a Final Order.

(b) Acknowledgment Anniversary Order. The Defalcation Cloister shall acquire entered the Acknowledgment Anniversary Adjustment in anatomy and actuality analytic able to the Requisite Allegation Parties, and such Adjustment shall be a Final Order.

(c) Acceptance Order. The Defalcation Cloister shall acquire entered the Acceptance Adjustment in anatomy and actuality analytic satisfactory to the Requisite Allegation Parties, and such Adjustment shall be a Final Order.

(d) Achievement of Plan Conditions. The altitude to the accident of the Able Date (other than any altitude apropos to accident of the Closing) set alternating in the Plan shall acquire been annoyed or waived in accordance with the acceding of the Plan.

(e) Able Date. The Able Date shall acquire occurred, or shall be accounted to acquire occurred accordingly with the Closing, in accordance with the acceding and altitude set alternating in the Plan and in the Acceptance Order.

(f) Authoritative Approvals. All cat-and-mouse periods imposed by any Authoritative Article or Antitrust Ascendancy in amalgamation with the affairs brash by this Acceding shall acquire concluded or asleep and all authorizations, approvals, consents or clearances beneath the Antitrust Laws or contrarily adapted by any Authoritative Article in amalgamation with the affairs brash by this Acceding shall acquire been acquired or filed.

(g) No Accustomed Impediment to Issuance. No Law or Adjustment shall acquire become able or been enacted, adopted or issued by any Authoritative Article that prohibits the accomplishing of the Plan or the affairs brash by this Agreement;

(h) Representations and Warranties.

(i) The representations and warranties of the Debtors complete in this Acceding that are able by “materiality” or “Material Adverse Effect” or words or agnate acceptation shall be accurate and complete in all respects on and as of the Closing Date with the aforementioned aftereffect as if fabricated on and as of the Closing Date (except for such representations and warranties fabricated as of a authentic date, which shall be accurate and complete in all respects alone as of the authentic date).

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(ii) The representations and warranties of the Allegation Parties complete in this Acceding that are not able by “materiality” or “Material Adverse Effect” or words or agnate acceptation shall be accurate and complete in all complete respects on and as of the Closing Date afterwards giving aftereffect to the Plan with the aforementioned aftereffect as if fabricated on and as of the Closing Date afterwards giving aftereffect to the Plan (except for such representations and warranties fabricated as of a authentic date, which shall be accurate and complete in all complete respects alone as of the authentic date).

(iii) The representations and warranties of the Debtors complete in this Acceding added than those referred to in clauses (i) and (ii) aloft shall be accurate and complete (disregarding all achievement or Complete Adverse Aftereffect qualifiers) on and as of the Closing Date afterwards giving aftereffect to the Plan with the aforementioned aftereffect as if fabricated on and as of the Closing Date afterwards giving aftereffect to the Plan (except for such representations and warranties fabricated as of a authentic date, which shall be accurate and complete alone as of the authentic date), except area the abortion to be so accurate and complete does not constitute, alone or in the aggregate, a Complete Adverse Effect.

(i) Covenants. The Debtors shall acquire performed and complied, in all complete respects, with all of their agnate covenants and agreements complete in this Acceding that contemplate, by their terms, achievement or acceptance above-mentioned to the Closing Date.

(j) Complete Adverse Effect. Back the date of this Agreement, there shall not acquire occurred, and there shall not exist, any Accident that constitutes, alone or in the aggregate, a Complete Adverse Effect.

(k) Officer’s Certificate. The Allegation Parties shall acquire accustomed on and as of the Closing Date a affidavit of the arch authoritative administrator or arch cyberbanking administrator of the Aggregation acknowledging that the altitude set alternating in subparagraphs (h), (i) and (j) of this Section 7.1 have been satisfied.

(l) Allegation Premium. All premiums and added amounts, including the Allegation Premium, adapted to be paid by the Aggregation and/or the Debtors, as applicable, to the Allegation Parties as of the Closing Date shall acquire been so paid (or shall be paid accordingly with the Closing).

Section 7.2 Abandonment of Altitude to Obligations of Allegation Parties. All or any of the altitude set alternating in Section 7.1 may alone be waived in accomplished or in allotment with anniversary to all Allegation Parties by a accounting apparatus accomplished by the Requisite Allegation Parties in their sole acumen and if so waived, all Allegation Parties shall be apprenticed by such waiver; provided, however, that the altitude set alternating in subsections (e), (g) and (h) of Section 7.1 shall not be accountable to abandonment except by a accounting apparatus accomplished by all Allegation Parties.

Section 7.3 Altitude to the Obligations of the Debtors. The obligations of the Debtors to able the affairs brash hereby shall be accountable to (unless waived by the Company) the achievement of ceremony of the afterward altitude above-mentioned to or at the Closing:

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(a) Approval Order. The Defalcation Cloister shall acquire entered the Approval Adjustment and such Adjustment shall be a Final Order.

(b) Acknowledgment Anniversary Order. The Defalcation Cloister shall acquire entered the Acknowledgment Anniversary Order, and such Adjustment shall be a Final Order.

(c) Acceptance Order. The Defalcation Cloister shall acquire entered the Acceptance Order, and such Adjustment shall be a Final Order.

(d) Able Date. The Able Date shall acquire occurred, or shall be accounted to acquire occurred accordingly with the Closing, as applicable, in accordance with the acceding and altitude in the Plan and in the Acceptance Order.

(e) Authoritative Approvals. All cat-and-mouse periods imposed by any Authoritative Article or Antitrust Ascendancy in amalgamation with the affairs brash by this Acceding shall acquire concluded or asleep and all authorizations, approvals, consents or clearances beneath the Antitrust Laws or contrarily adapted by any Authoritative Article in amalgamation with the affairs brash by this Acceding shall acquire been acquired or filed.

(f) No Accustomed Impediment to Issuance. No Law or Adjustment shall acquire become able or been enacted, adopted or issued by any Authoritative Article that prohibits the accomplishing of the Plan or the affairs brash by this Agreement.

(g) Representations and Warranties.

(i) The representations and warranties of the Allegation Parties complete in this Acceding that are able by “materiality” or “material adverse effect” or words of agnate acceptation shall be accurate and complete in all respects on and as of the Closing Date with the aforementioned aftereffect as if fabricated on and as of the Closing Date (except for such representations and warranties fabricated as of a authentic date, which shall be accurate and complete in all respects alone as of the authentic date).

(ii) The representations and warranties of the Allegation Parties complete in this Acceding that are not able by “materiality” or “material adverse effect” or words of agnate acceptation shall be accurate and complete in all complete respects on and as of the Closing Date with the aforementioned aftereffect as if fabricated on and as of the Closing Date (except for such representations and warranties fabricated as of a authentic date, which shall be accurate and complete in all complete respects alone as of the authentic date).

(h) Covenants. Ceremony of the Allegation Parties, severally and not jointly, shall acquire performed and complied (A) in all respects with their covenants and agreements complete in Sections 2.2 and 2.3(a), and (B) in all complete respects, with all of their added covenants and agreements complete in this Acceding that contemplate, by their terms, achievement or acceptance above-mentioned to the Closing Date.

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ARTICLE VIII

INDEMNIFICATION AND CONTRIBUTION

Section 8.1 Apology Obligations. Afterward the acceptance of the Approval Order, the Company, the Reorganized Debtors and the added Debtors (the “Indemnifying Parties” and each, an “Indemnifying Party”) shall, accordingly and severally, atone and ascendancy controllable ceremony Allegation Affair and its Affiliates, disinterestedness holders, members, partners, accustomed partners, managers and its and their agnate Assembly and authoritative bodies (each, an “Indemnified Person”) from and adjoin any and all losses, claims, damages, liabilities and costs and costs (other than Taxes of the Allegation Parties except to the admeasurement contrarily provided for in this Agreement) arising out of a affirmation asserted by a third affair (collectively, “Losses”) that any such Indemnified Actuality may acceptance or to which any such Indemnified Actuality may become accountable arising out of or in amalgamation with this Agreement, the Plan and the obligations and affairs brash hereunder and thereunder, including the Commitments, the acquittal of the Allegation Exceptional or the use of the gain from the arising of the New Added Affirmation PIK Toggle Notes, or any claim, challenge, litigation, analysis or proceeding apropos to any of the foregoing, behindhand of whether any Indemnified Actuality is a affair thereto, whether or not such affairs are brought by the Company, the Reorganized Debtors, the added Debtors, their agnate disinterestedness holders, Affiliates, creditors or any added Person, and antithesis ceremony Indemnified Actuality aloft abode for reasonable accurate (with such affidavit accountable to afterlight to bottle advocate applicant and appointment artefact privileges) accustomed or added third-party abroad costs incurred in amalgamation with investigating, advancing to avert or defending, or accouterment affirmation in or advancing to serve or confined as a attestant with anniversary to, any lawsuit, investigation, affirmation or added proceeding apropos to any of the aloft (including in amalgamation with the administration of the apology obligations set alternating herein), irrespective of whether or not the affairs brash by this Acceding or the Plan are consummated or whether or not this Acceding is terminated; provided, that the aloft apology will not, as to any Indemnified Person, administer to Losses (a) as to a Behind Allegation Party, its Accompanying Parties or any Indemnified Actuality accompanying thereto, acquired by or arising from a Allegation Affair Absence by such Allegation Party, or (b) to the admeasurement they are begin by a final, non-appealable acumen of a cloister of competent jurisdiction, whether such acumen is in such basal action, clothing or proceeding, or otherwise, to appear from the fraud, bad faith, adamant delinquency or gross apathy of such Indemnified Person.

Section 8.2 Apology Procedure. Promptly afterwards abandoning by an Indemnified Actuality of apprehension of the acceptance of any claim, challenge, litigation, analysis or proceeding (an “Indemnified Claim”), such Indemnified Actuality will, if a affirmation is to be fabricated hereunder adjoin the Indemnifying Affair in anniversary thereof, acquaint the Indemnifying Affair in autograph of the acceptance thereof; provided, that (a) the blank to so acquaint the Indemnifying Affair will not abate the Indemnifying Affair from any accountability that it may acquire hereunder except to the admeasurement it has been materially biased by such abortion and (b) the blank to so acquaint the Indemnifying Affair will not abate the Indemnifying Affair from any accountability that it may acquire to such Indemnified Actuality contrarily than on anniversary of this Article VIII.

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In case any such Indemnified Claims are brought adjoin any Indemnified Actuality and it notifies the Indemnifying Affair of the acceptance thereof, the Indemnifying Affair will be advantaged to participate therein, and, at its acclamation by accouterment accounting apprehension to such Indemnified Person, the Indemnifying Affair will be advantaged to acquire the aegis thereof, with admonition analytic able to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims accommodate both such Indemnified Actuality and the Indemnifying Affair and based on admonition of such Indemnified Person’s admonition there are accustomed defenses accessible to such Indemnified Actuality that are altered from or added to those accessible to the Indemnifying Party, such Indemnified Actuality shall acquire the adapted to baddest abstracted admonition to beforehand such accustomed defenses and to contrarily participate in the aegis of such Indemnified Claims. Aloft abandoning of apprehension from the Indemnifying Affair to such Indemnified Actuality of its acclamation to so acquire the aegis of such Indemnified Claims with admonition analytic able to the Indemnified Person, the Indemnifying Affair shall not be accountable to such Indemnified Actuality for costs incurred by such Indemnified Actuality in amalgamation with the aegis thereof or accord therein (other than reasonable costs of investigation) unless (i) such Indemnified Actuality shall acquire alive abstracted admonition (in accession to any bounded counsel) in amalgamation with the affirmation of accustomed defenses in accordance with the accident to the anon above-mentioned book (it actuality understood, however, that the Indemnifying Affair shall not be accountable for the costs of added than one abstracted admonition apery the Indemnified Bodies who are parties to such Indemnified Claims (in accession to one bounded admonition in ceremony administration in which bounded admonition is required)), (ii) the Indemnifying Affair shall not acquire alive admonition analytic able to such Indemnified Actuality to represent such Indemnified Actuality aural a reasonable time afterwards the Indemnifying Affair has accustomed apprehension of acceptance of the Indemnified Claims from, or delivered on anniversary of, the Indemnified Person, (iii) after the Indemnifying Affair assumes the aegis of the Indemnified Claims, the Indemnified Actuality determines in able acceptance that the Indemnifying Affair has bootless or is declining to avert such affirmation and provides accounting apprehension of such affirmation and the base for such determination, and such abortion is not analytic convalescent aural ten (10) Business Canicule of abandoning of such notice, or (iv) the Indemnifying Affair shall acquire accustomed in autograph the appliance of admonition for such Indemnified Person. Admitting annihilation herein to the contrary, the Debtors shall acquire sole ascendancy over any Tax altercation or Tax analysis and shall be able to achieve any accountability for Taxes of the Debtors.

Section 8.3 Adjustment of Indemnified Claims. In amalgamation with any Indemnified Affirmation for which an Indemnified Actuality is bold the aegis in accordance with this Article VIII, the Indemnifying Affair shall not be accountable for any adjustment of any Indemnified Claims accomplished by such Indemnified Actuality afterwards the accounting accord of the Indemnifying Affair (which accord shall not be foolishly withheld, conditioned or delayed). If any adjustment of any Indemnified Claims is consummated with the accounting accord of the Indemnifying Affair or if there is a final acumen for the plaintiff in any such Indemnified Claims, the Indemnifying Affair agrees to atone and ascendancy controllable ceremony Indemnified Actuality from and adjoin any and all Losses by acumen of such adjustment or acumen to the admeasurement such Losses are contrarily accountable to apology by the Indemnifying Affair hereunder in accordance with, and accountable to the limitations of, this Article VIII. The Indemnifying Affair shall not, afterwards the above-mentioned accounting accord of an Indemnified Actuality (which accord shall be accustomed or withheld, conditioned or delayed in the Indemnified Person’s sole discretion), aftereffect any adjustment of any awaiting or threatened Indemnified Claims in anniversary of which apology or accession has been accustomed hereunder by

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such Indemnified Actuality unless (i) such adjustment includes an absolute absolution of such Indemnified Actuality in anatomy and actuality analytic satisfactory to such Indemnified Actuality from all accountability on the claims that are the accountable bulk of such Indemnified Claims and (ii) such adjustment does not accommodate any anniversary as to or any acceptance of fault, accountability or a abortion to act by or on anniversary of any Indemnified Person.

Section 8.4 Contribution. If for any acumen the aloft apology is bare to any Indemnified Actuality or bereft to ascendancy it controllable from Losses that are accountable to apology pursuant to Section 8.1, again the Indemnifying Affair shall accord to the bulk paid or payable by such Indemnified Actuality as a aftereffect of such Accident in such admeasurement as is adapted to reflect not alone the about allowances accustomed by the Indemnifying Party, on the one hand, and such Indemnified Person, on the added hand, but additionally the about accountability of the Indemnifying Party, on the one hand, and such Indemnified Person, on the added hand, as able-bodied as any accordant candid considerations. It is hereby agreed that the about allowances to the Indemnifying Party, on the one hand, and all Indemnified Persons, on the added hand, shall be accounted to be in the aforementioned admeasurement as (a) the absolute bulk accustomed or proposed to be accustomed by the Aggregation and the Reorganized Debtors pursuant to the arising and auction of the New Added Affirmation PIK Toggle Addendum brash by this Acceding and the Plan bears to (b) the Allegation Exceptional paid or proposed to be paid to the Allegation Parties. The Indemnifying Parties additionally accede that no Indemnified Actuality shall acquire any accountability based on their allusive or accessory apathy or contrarily to the Indemnifying Parties, any Actuality asserting claims on anniversary of or in adapted of any of the Indemnifying Parties, or any added Actuality in amalgamation with an Indemnified Claim.

Section 8.5 Analysis of Apology Payments. All amounts paid by an Indemnifying Affair to an Indemnified Actuality beneath this Article VIII shall, to the admeasurement able by applicative Law, be advised as adjustments to the applicative Allegation Acquittal Bulk for all Tax purposes. The accoutrement of this Article VIII are an basic allotment of the affairs brash by this Acceding and afterwards these accoutrement the Allegation Parties would not acquire entered into this Agreement. The Approval Adjustment shall accommodate that the obligations of the Aggregation and the Reorganized Debtors beneath this Article VIII shall accumulated accustomed authoritative costs of the Debtors’ acreage beneath sections 503(b) and 507 of the Defalcation Cipher and are payable afterwards added Adjustment of the Defalcation Court, and that the Aggregation and the Reorganized Debtors may accede with the requirements of this Article VIII afterwards added Adjustment of the Defalcation Court.

Section 8.6 No Survival. All representations, warranties, covenants and agreements fabricated in this Acceding shall not survive the Closing Date except for covenants and agreements that by their acceding are to be annoyed afterwards the Closing Date, which covenants and agreements shall survive until annoyed in accordance with their terms.

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ARTICLE IX

TERMINATION

Section 9.1 Consensual Termination. This Acceding may be concluded and the affairs brash hereby may be alone at any time above-mentioned to the Closing Date by alternate accounting accord of the Aggregation and the Requisite Allegation Parties.

Section 9.2 Abortion by Requisite Allegation Parties. The Requisite Allegation Parties, aloft accounting apprehension to the Company, shall acquire the right, afterwards brake or abstemiousness by any break beneath sections 362 or 105 of the Defalcation Cipher (which will be accounted to be adapted and alone to the admeasurement all-important to admittance such exercise of rights and remedies and the demography of such actions), to abolish this Acceding aloft the accident of any of the following:

(a) the New Added Affirmation PIK Toggle Addendum are not issued by 11:59 p.m., New York time, on November 30, 2018 (as may be connected (i) subject to Section 2.3(e), by the Requisite Allegation Parties or (ii) pursuant to Section 2.3(e), the “Outside Date”);

(b) the obligations of the Consenting Creditors beneath the Plan Abutment Acceding are concluded in accordance with the acceding of the Plan Abutment Agreement, provided, that with anniversary to this subclause (b), apprehension to the Aggregation shall not be adapted for termination;

(c) (i) the Aggregation or the added Debtors acquire breached any representation, warranty, acceding or added acceding fabricated by the Aggregation or the added Debtors in this Acceding or such representation or affirmation shall acquire become inaccurate and such aperture or blunder would, alone or in the aggregate, anniversary a activity set alternating in Section 7.1(h), Section 7.1(i) or Section 7.1(j) not to be satisfied, (ii) the Allegation Parties shall acquire delivered accounting apprehension of such aperture or blunder to the Company, (iii) such aperture or blunder is not convalescent by the Aggregation or the added Debtors by the tenth (10th) Business Day afterwards abandoning of such notice, and (iv) as a aftereffect of such abortion to cure, any activity set alternating in Section 7.1(h), Section 7.1(i) or Section 7.1(j) is not able of actuality annoyed or has not been annoyed by the date on which such activity must, by its terms, be satisfied; provided, that the Requisite Allegation Parties may not abolish this Acceding pursuant to this Section 9.2(c) if the Allegation Parties are again in adamant or advised aperture of this Agreement;

(d) any Law or final and non-appealable Adjustment shall acquire been enacted, adopted or issued by any Authoritative Article that prohibits the accomplishing of the Plan or the affairs brash by this Acceding or the added Transaction Agreements in a way that cannot be remedied by the Debtors to the reasonable achievement of the Requisite Allegation Parties;

(e) (i) the Defalcation Cloister approves or authorizes an Accession Transaction, or (ii) any of the Debtors enters into any Adjustment accouterment for the cleanup of any Accession Transaction;

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(f) the Aggregation or any added Debtor (i) materially and abnormally (to the Allegation Parties) apology or modifies, or files a argumentation gluttonous ascendancy to adapt or modify, the Complete Abstracts in a abode that is materially inconsistent with this Acceding afterwards the accord (not to be foolishly withheld, conditioned or delayed) of the Requisite Allegation Parties or (ii) publicly announces its ambition to booty any such activity listed in sub-clause (i) of this subsection;

(g) accountable to the Allegation Parties’ acquittal of their obligations set alternating in Section 6.5, the Approval Order, Acknowledgment Anniversary Order, or Acceptance Adjustment is terminated, reversed, stayed, dismissed, or vacated, or any such Adjustment is adapted or adapted afterwards acceptance afterwards the above-mentioned accounting acceptance or accounting accord (not to be foolishly withheld, conditioned or delayed) of the Requisite Allegation Parties in a abode that prevents or prohibits the cleanup of the Restructuring Affairs brash in this Acceding or any of the Complete Abstracts in a way that cannot be remedied by the Debtors to the reasonable achievement of the Requisite Allegation Parties or that changes the bread-and-butter acceding of this Agreement;

(h) accountable to the Allegation Parties’ acquittal of their obligations set alternating in Section 6.5, any of the Orders acknowledging this Agreement, the Plan or the Acknowledgment Statement, or the Acceptance Adjustment are reversed, stayed, dismissed, or vacated, or any such Adjustment is adapted or adapted afterwards the acceptance or accounting accord (not to be foolishly withheld, conditioned or delayed) of the Requisite Allegation Parties (and such activity has not been antipodal or alone aural thirty (30) calendar canicule afterwards its issuance) in a abode that prevents or prohibits the cleanup of the Restructuring Affairs brash in this Acceding or any of the Complete Abstracts in a way that cannot be remedied by the Debtors to the reasonable achievement of the Requisite Allegation Parties or that changes the bread-and-butter acceding of this Agreement;

(i) the Defalcation Cloister has not entered the Approval Adjustment by September 7, 2018, provided, that with anniversary to this subclause (i), apprehension to the Aggregation shall not be adapted for termination;

(j) the Aggregation shall acquire fabricated a accessible advertisement of its ambition not to accompany the Plan or shall acquire breached its obligations beneath Section 6.12;

(k) the Aggregation shall acquire solicited, negotiated, encouraged, proposed, filed, supported, consented to, pursued, initiated, assisted, abutting in, alternate in the conception of, or entered into any agreements apropos to, or provided any admonition about, the Debtors for the purposes of entering into an Accession Transaction;

(l) the Aggregation shall acquire filed any motion or added filing gluttonous adjournment of any of the Associate 11 Cases, the adjustment of a trustee or examiner with broadcast admiral in the bankruptcy, the about-face of any of the Associate 11 Cases to a case beneath Associate 7 of the Defalcation Code;

(m) the Plan Abutment Acceding shall not acquire been accomplished by September 7, 2018; or

(n) there has been a Aggregation Complete Adverse Effect.

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Section 9.3 Abortion by the Company.

This Acceding may be concluded by the Aggregation aloft accounting apprehension to ceremony Allegation Affair aloft the accident of any of the afterward Events, accountable to the rights of the Aggregation to absolutely and conditionally waive, in writing, on a -to-be or accessory base the accident of such Event:

(a) any Law or final and non-appealable Adjustment shall acquire been enacted, adopted or issued by any Authoritative Article that prohibits the accomplishing of the Plan or the affairs brash by this Acceding or the added Transaction Agreements in a way that cannot be remedied by the Debtors accountable to the reasonable achievement of the Requisite Allegation Parties;

(b) accountable to the adapted of the Allegation Parties to align a Allegation Affair Backup in acceptance with Section 2.3(a) (which will be accounted to cure any aperture by the replaced Allegation Affair pursuant to this annex (b)), (i) any Allegation Affair shall acquire breached any representation, warranty, acceding or added acceding fabricated by such Allegation Affair in this Acceding or any such representation or affirmation shall acquire become inaccurate and such aperture or blunder would, alone or in the aggregate, anniversary a activity set alternating in Section 7.3(g) or Section 7.3(h) not to be satisfied, (ii) the Aggregation shall acquire delivered accounting apprehension of such aperture or blunder to such Allegation Party, (iii) such aperture or blunder is not convalescent by such Allegation Affair by the tenth (10th) Business Day afterwards abandoning of such notice, and (iv) as a aftereffect of such abortion to cure, any activity set alternating in Section 7.3(g) or Section 7.3(h) is not able of actuality satisfied; provided, that the Aggregation shall not acquire the adapted to abolish this Acceding pursuant to this Section 9.3(b) if it is again in adamant or advised aperture of this Agreement;

(c) accountable to the Debtors’ acquittal of their obligations set alternating in Section 6.5, the Approval Order, Acknowledgment Anniversary Order, or Acceptance Adjustment is terminated, reversed, stayed, dismissed, or vacated, or any such Adjustment is adapted or adapted afterwards acceptance afterwards the above-mentioned accounting acceptance or accounting accord (not to be foolishly withheld, conditioned or delayed) of the Aggregation in a abode that prevents or prohibits the cleanup of the Restructuring Affairs brash in this Acceding or any of the Complete Abstracts in a way that cannot be remedied by the Allegation Parties to the reasonable achievement of the Debtors or that changes the bread-and-butter acceding of this Agreement;

(d) accountable to the Debtors’ acquittal of their obligations set alternating in Section 6.5, any of the Orders acknowledging this Agreement, the Plan or the Acknowledgment Statement, or the Acceptance Adjustment are reversed, stayed, dismissed, alone or adapted or adapted afterwards the acceptance or accord (not to be foolishly withheld, conditioned or delayed) of the Aggregation (and such activity has not been antipodal or alone aural thirty (30) calendar canicule afterwards its issuance) in a abode that prevents or prohibits the cleanup of the Restructuring Affairs brash in this Acceding or any of the Complete Abstracts in a way that cannot be remedied by the Allegation Parties to the reasonable achievement of the Debtors or that changes the bread-and-butter acceding of this Agreement;

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(e) the lath of admiral of the Aggregation determines that connected achievement beneath this Acceding (including demography any activity or abnegation from demography any activity and including, afterwards limitation, the Plan or abode of the Plan) would be inconsistent with the exercise of its fiduciary duties (as analytic bent by the Aggregation in able acceptance afterwards appointment with alfresco accustomed admonition and based on the admonition of such counsel);

(f) the Plan Abutment Acceding is concluded in accordance with its terms; or

(g) the Closing Date has not occurred by the Alfresco Date (as the aforementioned may be connected (i) subject to Section 2.3(e), by the Requisite Allegation Parties or (ii) pursuant to Section 9.2(a) or Section 2.3(e)), unless above-mentioned thereto the Able Date occurs and the Rights Alms and the AHG Clandestine Adjustment acquire been consummated; provided, that the Aggregation shall not acquire the adapted to abolish this Acceding pursuant to this Section 9.3(g) if it is again in adamant or advised aperture of this Agreement.

Section 9.4 Aftereffect of Termination.

(a) Aloft abortion of this Acceding pursuant to this Article IX, this Acceding shall abruptly become alone and there shall be no added obligations or liabilities on the allotment of the Parties; provided, that (i) the obligations of the Debtors to pay the Bulk Acceding pursuant to and in accordance with Section 3.3 and to pay the Allegation Exceptional pursuant to and in accordance with Section 3.2, to the admeasurement payable, shall survive the abortion of this Acceding and shall abide in abounding force and aftereffect in ceremony case, until such obligations acquire been satisfied, (ii) the accoutrement set alternating in Article VIII and Article X shall survive the abortion of this Acceding in accordance with their terms, in ceremony case so connected as the Approval Adjustment has been entered by the Defalcation Cloister above-mentioned to the date of termination, and (iii) subject to Section 10.10, annihilation in this Section 9.4 shall abate any Affair from accountability for any adamant or advised aperture of this Agreement. For purposes of this Agreement, “willful or advised breach” bureau a aperture of this Acceding that is a aftereffect of an act undertaken by the breaching Affair with the adeptness that the demography of such act would, or would analytic be accustomed to, anniversary a aperture of this Agreement.

(b) If this Acceding is concluded by the Aggregation or the Requisite Allegation Parties for any acumen added than by (i) the Aggregation pursuant to Section 9.3(b), (c) or (d) hereof, or (ii) the Requisite Allegation Parties pursuant to Section 9.2(b) (but alone if such abortion is on anniversary of a abortion of the Plan Abutment Acceding by (x) the Adapted Consenting Creditors (as authentic in the Plan Abutment Agreement) pursuant to Section 13.01(f)–(m), or (y) the Aggregation pursuant to Section 13.04(a) thereof), (g), or (h) hereof, and so connected as that assertive Allegation Acceding (Equity) shall not acquire been concluded pursuant to Section 9.2(b) (but alone if such abortion is on anniversary of a abortion of the Plan Abutment Acceding by (x) the Adapted Consenting Creditors pursuant to Section 13.01(f)–(m), or (y) the Aggregation pursuant to Section 13.04(a) thereof), (g) or (h) thereof, or Section 9.3(b), (c), or (d) thereof, the Debtors shall, promptly afterwards the date of such termination, pay the Allegation Exceptional set alternating in Section 3.2 and any acceding applicative to Section 3.2 absolutely in banknote to the Allegation Parties or their designees. To the admeasurement that all amounts due in anniversary of the Allegation Exceptional pursuant to this Section 9.4(b) acquire absolutely been paid by the Debtors to the Allegation Parties in amalgamation with a abortion of this Agreement, the Allegation Parties

37

shall not acquire any added recourse adjoin the Debtors for any obligations or liabilities apropos to or arising from this Agreement, except for accountability for fraud, bad faith, adamant delinquency or gross apathy by the Debtors in amalgamation with this Acceding pursuant to Section 8.1 or except as contrarily provided in Section 9.4(a). Except as set alternating in this Section 9.4(b), the Allegation Exceptional shall not be payable aloft the abortion of this Agreement. The Allegation Exceptional shall, pursuant to the Approval Order, accumulated accustomed authoritative costs of the Debtors’ acreage beneath sections 503(b) and 507 of the Defalcation Code.

ARTICLE X

GENERAL PROVISIONS

Section 10.1 Notices. All notices and added communications in amalgamation with this Acceding shall be in autograph and shall be accounted accustomed if delivered personally, beatific via cyberbanking facsimile (with confirmation), mailed by registered or certified mail (return abandoning requested) or delivered by an accurate bagman (with confirmation) to the Parties at the afterward addresses (or at such added abode for a Affair as may be authentic by like notice):

If to the Aggregation or any of the added Debtors:

Pacific Conduct S.A.

Attn: Lisa Buchanan, Accustomed Admonition

11700 Katy Freeway, Suite 175

Houston, Texas 77079

Tel:     (832) 255-0519

Fax:    (832) 201-9883

Email: l.buchanan@pacificdrilling.com

with copies (which shall not accumulated notice) to:

Togut, Segal & Segal LLP

Attn: Albert Togut, Frank A. Oswald and Kyle J. Ortiz

One Penn Plaza, Suite 3335

New York, New York 10119

Tel:     (212) 594-5000

Fax:    (212) 967-4258

E-mail: altogut@teamtogut.com; foswald@teamtogut.com;

kortiz@teamtogut.com

Jones Walker LLP

Attn: Dionne Rousseau, Curtis R. Hearn, and Daniella Silberstein

201 St. Charles Avenue, Suite 5100

New Orleans, LA 70170

Tel:     1.504.582.8308

Fax:    1.504.589.8308

E-mail: drousseau@joneswalaker.com; chearn@joneswalker.com;

dsilberstein@joneswalker.com

38

If to the Allegation Parties:

To ceremony Allegation Affair at the addresses or e-mail addresses set alternating beneath the Allegation Party’s signature in its signature folio to this Agreement.

with a archetype (which shall not accumulated notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Attn.: Andrew Rosenberg

1285 Avenue of the Americas

New York, New York 10019-6064

Tel:     (212) 373-3000

Fax:    (212) 757-3990

Email: arosenberg@paulweiss.com

Section 10.2 Assignment; Third Affair Beneficiaries. Neither this Acceding nor any of the rights, interests or obligations beneath this Acceding shall be assigned by any Affair (whether by operation of Law or otherwise) afterwards the above-mentioned accounting accord of the Aggregation and the Requisite Allegation Parties, added than an adjustment by a Allegation Affair especially able by Section 2.3 or Section 2.6 and any declared adjustment in abuse of this Section 10.2 shall be alone ab initio. Except as provided in Article VIII with anniversary to the Indemnified Persons, this Acceding (including the abstracts and instruments referred to in this Agreement) is not brash to and does not admonish aloft any Actuality any rights or remedies beneath this Acceding added than the Parties.

Section 10.3 Above-mentioned Negotiations; Complete Agreement.

(a) This Acceding (including the agreements absorbed as Exhibits to and the abstracts and instruments referred to in this Agreement) constitutes the complete acceding of the Parties and supersedes all above-mentioned agreements, align or understandings, whether accounting or oral, amid the Parties with anniversary to the accountable bulk of this Agreement, except that the Parties hereto accede that any acquaintance agreements heretofore accomplished amid the Parties and the Plan Abutment Acceding will ceremony abide in abounding force and effect.

(b) Admitting annihilation to the adverse in the Plan (including any amendments, supplements or modifications thereto) or the Acceptance Adjustment (and any amendments, supplements or modifications thereto) or an acknowledging vote to acquire the Plan submitted by any Allegation Party, annihilation complete in the Plan (including any amendments, supplements or modifications thereto) or Acceptance Adjustment (including any amendments, supplements or modifications thereto) shall alter, adapt or adapt the rights of the Allegation Parties beneath this Acceding unless such alteration, about-face or modification has been fabricated in accordance with Section 10.7.

39

(c) Admitting area (a) of this Section 10.3, any agreements accomplished contemporaneously with this Acceding shall accumulated accurate and bounden obligations of the Parties thereto.

Section 10.4 Administering Law; Venue. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO SUCH STATE’S CHOICE OF LAW PROVISIONS WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. BY ITS EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES FOR ITSELF THAT ANY LEGAL ACTION, SUIT, OR PROCEEDING AGAINST IT WITH RESPECT TO ANY MATTER ARISING UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT RENDERED IN ANY SUCH ACTION, SUIT, OR PROCEEDING, MAY BE BROUGHT IN THE BANKRUPTCY COURT, AND BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH OF THE PARTIES IRREVOCABLY ACCEPTS AND SUBMITS ITSELF TO THE EXCLUSIVE JURISDICTION OF SUCH COURT, GENERALLY AND UNCONDITIONALLY, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING. THE PARTIES HEREBY AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING TO AN ADDRESS PROVIDED IN WRITING BY THE RECIPIENT OF SUCH MAILING, OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF AND HEREBY WAIVE ANY OBJECTIONS TO SERVICE ACCOMPLISHED IN THE MANNER HEREIN PROVIDED.

Section 10.5 Abandonment of Lath Trial. EACH PARTY HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY JURISDICTION IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE AMONG THE PARTIES UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE.

Section 10.6 Counterparts. This Acceding may be accomplished in any cardinal of counterparts, all of which will be advised one and the aforementioned acceding and will become able back counterparts acquire been alive by ceremony of the Parties and delivered to ceremony added Affair (including via facsimile or added cyberbanking transmission), it actuality accustomed that ceremony Affair allegation not affirmation the aforementioned counterpart.

Section 10.7 Waivers and Amendments; Rights Cumulative; Consent. This Acceding may be amended, restated, adapted or afflicted alone by a accounting apparatus alive by the Aggregation and the Requisite Allegation Parties; provided, that (a) any Allegation Party’s above-mentioned accounting accord shall be adapted for any about-face that would, anon or indirectly: (i) modify such Allegation Party’s Allegation Percentage, (ii) increase the Allegation Acquittal Bulk of such Allegation Party, (iii) decrease the Allegation Exceptional or abnormally adapt in any complete anniversary the adjustment of acquittal thereof, (iv) increase the Allegation of such Allegation Affair or (v) have a materially adverse aftereffect on such Allegation Party; (b) the above-mentioned accounting accord of ceremony Allegation Affair shall be adapted for any about-face to the analogue of “Requisite Allegation Parties”; and (c) no about-face or modification of the rights or obligations of the Allegation Parties as set alternating beneath this

40

Acceding may be fabricated unless either (i) such amendments or modifications are activated to the rights or obligations of ceremony of the Allegation Parties mutatis mutandis or (ii) the Requisite Allegation Parties accord to such about-face or modification. Admitting the foregoing, the Allegation Schedule shall be revised as all-important afterwards acute a accounting apparatus alive by the Aggregation and the Requisite Allegation Parties to reflect changes in the acceding of the Allegation Parties and Allegation Percentages as a aftereffect of Transfers able in accordance with the acceding and altitude of this Agreement. The acceding and altitude of this Acceding (other than the altitude set alternating in Section 7.1 and Section 7.3, the abandonment of which shall be complete alone by Article VII) may be waived (A) by the Debtors alone by a accounting apparatus accomplished by the Aggregation and (B) by the Requisite Allegation Parties alone by a accounting apparatus accomplished by the Requisite Allegation Parties. No adjournment on the allotment of any Affair in appliance any right, adeptness or advantage pursuant to this Acceding will accomplish as a abandonment thereof, nor will any abandonment on the allotment of any Affair of any right, adeptness or advantage pursuant to this Agreement, nor will any distinct or fractional exercise of any right, adeptness or advantage pursuant to this Agreement, avert any added or added exercise thereof or the exercise of any added right, adeptness or advantage pursuant to this Agreement.

Section 10.8 Headings. The headings in this Acceding are for advertence purposes alone and will not in any way affect the acceptation or estimation of this Agreement.

Section 10.9 Specific Performance. It is accustomed and agreed by the Parties that irreparable accident would activity if any accouterment of this Acceding were not performed in accordance with the acceding hereof and that the Parties shall be advantaged to an admonition or injunctions afterwards the call of advertisement a band to anticipate breaches of this Acceding or to accomplish accurately the achievement of the acceding and accoutrement hereof, in accession to any added antidote to which they are advantaged at law or in equity. Unless contrarily especially declared in this Agreement, no adapted or antidote declared or provided in this Acceding is brash to be complete or to avert a Affair from advancing added rights and remedies to the admeasurement accessible beneath this Agreement, at law or in equity.

Section 10.10 Damages. Admitting annihilation to the adverse in this Agreement, none of the Parties will be accountable for, and none of the Parties shall affirmation or seek to recover, any punitive, special, aberrant or consequential amercement or amercement for absent profits.

Section 10.11 No Reliance. No Allegation Affair or any of its Accompanying Parties shall acquire any duties or obligations to the added Allegation Parties in anniversary of this Agreement, the Plan or the affairs brash hereby or thereby, except those especially set alternating herein. Afterwards absorbed the generality of the foregoing, (a) no Allegation Affair or any of its Accompanying Parties shall be accountable to any fiduciary or added adumbrated duties to the added Allegation Parties, (b) no Allegation Affair or any of its Accompanying Parties shall acquire any appointment to booty any arbitrary activity or exercise any arbitrary admiral on anniversary of any added Allegation Party, (c) no Allegation Affair or any of its Accompanying Parties shall acquire any appointment to the added Allegation Parties to obtain, through the exercise of activity or otherwise, to investigate, confirm, or accede to the added Allegation Parties any admonition apropos to the Aggregation or any of its Subsidiaries that may acquire been appear to or acquired by such Allegation Affair or any of its Affiliates in any capacity, (d) no Allegation Affair may rely, and ceremony Allegation Affair confirms that it has not relied, on any due activity analysis that any

41

added Allegation Affair or any Actuality acting on anniversary of such added Allegation Affair may acquire conducted with anniversary to the Aggregation or any of its Affiliates or any of their agnate securities, and (e) each Allegation Affair acknowledges that no added Allegation Affair is acting as a adjustment agent, antecedent purchaser, underwriter, abettor or finder with anniversary to its Allegation Allotment of the Accumulated Commitment.

Section 10.12 Publicity.

(a) Added than as may be adapted by applicative Law, no Affair shall affair any columnist release, accomplish any filing with the SEC (other than as adapted beneath applicative antithesis law and adjustment as bent in able acceptance by alfresco admonition to the Debtors) or accomplish any added accessible advertisement apropos this Acceding afterwards the accord of the Debtors and the Requisite Allegation Parties, which accord shall not be foolishly delayed, conditioned, or withheld, and ceremony Affair shall alike with the added Parties apropos any accessible statements made, including any communications with the press, accessible filings or filings with the SEC, with anniversary to this Agreement; for the abstention of doubt, ceremony Affair shall acquire the right, afterwards any obligation to any added Party, to abatement to animadversion to the columnist with anniversary to this Agreement.

(b) Beneath no affairs may any Affair accomplish any accessible acknowledgment of any affectionate that would accede (i) the accurate backing of any Allegation Affair or (ii) the character of any Allegation Party, in ceremony case afterwards the above-mentioned accounting accord of such Allegation Party; provided, that (w) the Debtors may accede such identities and the accumulated backing of the Consenting Creditors but not alone backing of any alone Allegation Affair (which shall be advised as “advisors’ eyes only”) in any filing with the SEC in anniversary of this Acceding and in any abstracts filed in the Associate 11 Cases in abutment of the Approval Motion; (x) the Debtors may accede such identities or amounts afterwards accord to the admeasurement that, aloft the admonition of counsel, it is adapted to do so by any authoritative or authoritative ascendancy (including as it may be directed by the SEC) or cloister of competent administration (including the Defalcation Court), or by applicative law, in which case the Debtors, above-mentioned to authoritative such disclosure, shall acquiesce the Allegation Parties to whom such acknowledgment relates reasonable time at its own bulk to seek a careful adjustment with anniversary to such disclosures, (y) the Debtors may accede the actuality and acceding of this Agreement, including the beheading of this Acceding by the Allegation Parties, and (z) the Debtors may accede the accumulated allotment or accumulated arch bulk captivated by the Consenting Creditors. The Debtors shall not use the name of any Allegation Affair in any columnist absolution afterwards such Party’s above-mentioned accounting consent.

(c) The Debtors will affair a columnist absolution advertisement this Acceding on August 27, 2018 and accommodate the admonition and cyberbanking admiral appointed by the Allegation Parties with a abstract of such columnist absolution and all approaching columnist releases, accessible filings, accessible announcements or added communications with any account media apropos to this Acceding or the Restructuring Affairs at atomic one (1) business day above-mentioned to arising such releases, filings, announcements or added communications, unless an beforehand acknowledgment is adapted by applicative Law, in which case the Debtors will accommodate as abundant apprehension as accessible beneath the circumstances; provided, that the Debtors shall be beneath no obligation to argue with, or acceptance the above-mentioned approval of, any added Affair as it relates to communications with vendors, barter and added third parties apropos the accustomed attributes of the Restructuring Transactions.

42

Section 10.13 Adjustment Discussions. This Acceding and the affairs brash herein are allotment of a proposed adjustment of a altercation amid the Parties. Annihilation herein shall be accounted an acceptance of any kind. Pursuant to Section 408 of the U.S. Federal Rules of Evidence and any applicative accompaniment rules of evidence, this Acceding and all negotiations apropos thereto shall not be acceptable into affirmation in any Accustomed Proceeding, except to the admeasurement filed with, or appear to, the Defalcation Cloister in amalgamation with the Chapter 11 Cases (other than a Accustomed Proceeding to accept or accomplish the acceding of this Agreement).

Section 10.14 No Recourse. Admitting annihilation that may be bidding or adumbrated in this Agreement, and admitting the actuality that assertive of the Parties may be partnerships or apprenticed accountability companies, ceremony Affair covenants, agrees and acknowledges that no recourse beneath this Acceding or any abstracts or instruments delivered in amalgamation with this Acceding shall be had adjoin any Party’s Affiliates, or any of such Party’s Affiliates’ or agnate Accompanying Parties in ceremony case added than the Parties to this Acceding and ceremony of their agnate breed and able assignees beneath this Agreement, whether by the administration of any appraisal or by any accustomed or candid proceeding, or by advantage of any applicative Law, it actuality especially agreed and accustomed that no claimed accountability whatsoever shall attach to, be imposed on or contrarily be incurred by any of the Accompanying Parties, as such, for any obligation or accountability of any Affair beneath this Acceding or any abstracts or instruments delivered in amalgamation herewith for any affirmation based on, in anniversary of or by acumen of such obligations or liabilities or their creation; provided, however, that annihilation in this Section 10.14 shall abate or contrarily complete the accountability of any Affair hereto or any of their agnate breed or able assigns for any aperture or abuse of its obligations beneath this Acceding or such added abstracts or instruments. For the abstention of doubt, none of the Parties will acquire any recourse, be advantaged to arise any proceeding or accomplish any affirmation beneath this Acceding or in amalgamation with the affairs brash hereby except adjoin any of the Parties or their agnate breed and able assigns, as applicable.

Section 10.15 Accord Amid Parties.

(a) Admitting annihilation herein to the contrary, the duties and obligations of the Allegation Parties, on the one hand, and the Debtors, on the added hand, arising beneath this Acceding shall be several, not joint. No Affair shall acquire any albatross by advantage of this Acceding for any trading by any added entity. No above-mentioned history, pattern, or convenance of administration confidences amid or amid the Parties shall in any way affect or abate this Agreement. The Debtors accede not to beforehand that this Acceding constitutes an agreement, arrangement, or compassionate amid the Parties with anniversary to acting calm for the purpose of acquiring, holding, voting, or administration of any disinterestedness antithesis of the Debtors or that the Allegation Parties accumulated a “group” aural the acceptation of Aphorism 13d-5 beneath the Antithesis Barter Act of 1934, as amended. Annihilation complete herein or any Complete Abstracts and no activity taken by any Allegation Affair pursuant to this Acceding shall be accounted to accumulated or to actualize a anticipation by any parties that the Allegation Parties are in any way acting in concert or as a “group” (or a collective venture, amalgamation or association), and the Debtors will not beforehand any such affirmation with anniversary to such obligations or the affairs brash by this Acceding or the Complete Documents, and the Debtors accede not to beforehand that the Allegation Parties are acting in concert or as a accumulation with anniversary to such obligations or the affairs brash by this Acceding or the Complete Documents. The Debtors accede and ceremony Allegation Affair confirms that it has apart alternate in the acceding of the affairs brash beneath this Acceding and the Complete Abstracts with the admonition of admonition and advisors.

43

(b) In amalgamation with any bulk acute accord or a abode of the Requisite Allegation Parties beneath this Agreement, there is no claim or obligation that such holders accede amid themselves to booty such activity and no acceding amid such holders with anniversary to any such action. In amalgamation with any bulk that may be requested by the Requisite Allegation Parties, ceremony such holder may, through its counsel, accomplish such request; provided, that the Aggregation will alone be adapted to booty such activity if it receives the abode of the Requisite Allegation Parties, as the case may be. In amalgamation with any bulk acute accord of the Requisite Allegation Parties hereunder, the Aggregation will accost accord apart from ceremony such holder or its agnate counsel; provided, that such accord shall alone be accustomed if the approval of the Requisite Allegation Parties (as applicable) is obtained.

(c) It is accustomed and agreed that none of the Allegation Parties has any appointment of affirmation or aplomb in any anatomy with any added Allegation Party, the Debtors, or any of the Debtors’ creditors or added stakeholders and, except as especially provided in this Agreement, there are no agreements, commitments or undertakings by, amid or amid any of them with anniversary to the accountable bulk hereof. For the abstention of doubt, the aloft book does not accommodate any fiduciary obligations owed by any Consenting Creditor that has been appointed an administrator of any Debtor.

Section 10.16 Tax Treatment. The parties hereto accede that, for U.S. federal assets tax purposes, the Allegation Exceptional will be advised as accustomed in barter for the Allegation Parties’ arising of a put advantage to Pacific Conduct S.A. acceding Pacific Conduct S.A. the adapted to put a allocation of the New Added Affirmation PIK Toggle Addendum to the Allegation Parties.

[Remainder of Folio Carefully Larboard Blank]

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IN WITNESS WHEREOF, the undersigned Parties acquire appropriately accomplished this Acceding as of the date aboriginal aloft written.

Signature Folio to Allegation Acceding (Second Lien)

By Avenue Energy Opportunities Ally LLC, its Accustomed Partner

By GL Energy Opportunities Partners, LLC, its Managing Member

By:

By Avenue SO Basic Ally II, LLC, its Accustomed Accomplice

By GL SO Ally II, LLC, its Managing Affiliate

By:

By Avenue Cardinal Opportunities Armamentarium GenPar LLC, its Accustomed Accomplice

By GL Cardinal Opportunities Ally LLC, its sole affiliate

By:

Signature Folio to Allegation Acceding (Second Lien)

AVENUE-ASRS EUROPE OPPORTUNITIES FUND L.P.

By Avenue ARS Europe Opportunities Armamentarium GenPar LLC, its Accustomed Partner

By GL ARS Europe Ally LLC, its Managing Member

AVENUE EUROPE SPECIAL SITUATIONS FUND III (U.S.), L.P.

By Avenue Europe Basic Ally III, LLC, its Accustomed Partner

By GL Europe Ally III, LLC, its Managing Member

AVENUE EUROPE SPECIAL SITUATIONS FUND III (EURO), L.P.

By Avenue Europe Basic Ally III, LLC, its Accustomed Partner

By GL Europe Ally III, LLC, its Managing Member

AVENUE EUROPE OPPORTUNITIES MASTER FUND L.P.

By Avenue Europe Opportunities Armamentarium GenPar, LLC, its Accustomed Partner

Address: 22 Grand-rue, L-1660 Luxembourg

Email abode (es):jdougherty @svpglobal;jgoffin@fieldpoint.lu

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Signature Folio to Allegation Acceding (Second Lien)

Address: 22 Grand-rue, L-1660 Luxembourg

Email abode (es):jdougherty @svpglobal;jgoffin@fieldpoint.lu

Address: 22 Grand-rue, L-1660 Luxembourg

Email abode (es):jdougherty @svpglobal;jgoffin@fieldpoint.lu

Address: 22 Grand-rue, L-1660 Luxembourg

Email abode (es):jdougherty @svpglobal;jgoffin@fieldpoint.lu

Address: 22 Grand-rue, L-1660 Luxembourg

Email abode (es):jdougherty @svpglobal;jgoffin@fieldpoint.lu

Signature Folio to Allegation Acceding (Second Lien)

Notice Information: 3033 Excelsior Boulevard, Suite 300, Minneapolis, MN 55416

Email: SSpecken@whiteboxadvisors.com

Attention to: Scott Specken

WHITEBOX CAJA BLANCA FUND, LP

By:  Whitebox Caja Blanca GP LLC its Accustomed Partner

By:  Whitebox Admiral LLC its Beforehand Manager

/s/ Mark Strefling

Mark Strefling

Chief Authoritative Officer

Notice Information: 3033 Excelsior Boulevard, Suite 300, Minneapolis, MN 55416

Email: SSpecken@whiteboxadvisors.com

Attention to: Scott Specken

Signature Folio to Allegation Acceding (Second Lien)

Attention to:

Scott Specken

Attention to:

Scott Specken

Attention to:

Scott Specken

Attention to:

Scott Specken

Signature Folio to Allegation Acceding (Second Lien)

Attention to:

Scott Specken

MASTER TRUST BANK OF JAPAN LTD RE:

FIDELITY US HIGH YIELD, BY FIDELITY

MANAGEMENT & RESEARCH COMPANY AS INVESTMENT MANAGER

FIDELITY FUNDS SICAV / FIDELITY FUNDS

-US HIGH YIELD, BY FIDELITY

MANAGEMENT & RESEARCH COMPANY

AS SUB-ADVISOR

Signature Folio to Allegation Acceding (Second Lien)

FIDELITY ADVISOR SERIES I: FIDELITY

ADVISOR HIGH INCOME ADVANTAGE FUND

Contact:

Nate Van Duzer

Fidelity Investments

200 Seaport BLVD. V l 3H

Boston, MA 02210

E-mail address: nate.vanduzer@fmr.com

FIDELITY MT. VERNON STREET TRUST:

FIDELITY NEW MILLENNIUM FUND

Contact:

Nate Van Duzer

Fidelity Investments

200 Seaport BLVD. V l 3H

Boston, MA 02210

E-mail address: nate.vanduzer@fmr.com

FIDELITY PURITAN TRUST: FIDELITY

PURITAN FUND

Contact:

Nate Van Duzer

Fidelity Investments

200 Seaport BLVD. V l 3H

Boston, MA 02210

E-mail address: nate.vanduzer@fmr.com

Signature Folio to Allegation Acceding (Second Lien)

FIDELITY AMERICAN HIGH YIELD FUND

FOR FIDELITY INVESTMENTS CANADA

ULC AS TRUSTEE OF FIDELITY

AMERICAN HIGH YIELD FUND

Contact:

Nate Van Duzer

Fidelity Investments

200 Seaport BLVD. V l 3H

Boston, MA 02210

E-mail address: nate.vanduzer@fmr.com

Contact:

Nate Van Duzer

Fidelity Investments

200 Seaport BLVD. V l 3H

Boston, MA 02210

E-mail address: nate.vanduzer@fmr.com

CANADIAN BALANCED HIGH INCOME SUB

PORTFOLIO OF FIDELITY CANADIAN

BALANCED FUND FOR FIDELITY

INVESTMENTS CANADA ULC AS TRUSTEE

OF CANADIAN BALANCED FUND

Contact:

Nate Van Duzer

Fidelity Investments

200 Seaport BLVD. V l 3H

Boston, MA 02210

E-mail address: nate.vanduzer@fmr.com

Signature Folio to Allegation Acceding (Second Lien)

Contact:

Nate Van Duzer

Fidelity Investments

200 Seaport BLVD. V l 3H

Boston, MA 02210

E-mail address: nate.vanduzer@fmr.com

Contact:

Nate Van Duzer

Fidelity Investments

200 Seaport BLVD. V l 3H

Boston, MA 02210

E-mail address: nate.vanduzer@fmr.com

FIDELITY CANADIAN ASSET

ALLOCATION FUND FOR FIDELITY

INVESTMENTS CANADA ULC AS TRUSTEE

OF FIDELITY CANADIAN ASSET

ALLOCATION FUND

Contact:

Nate Van Duzer

Fidelity Investments

200 Seaport BLVD. V l 3H

Boston, MA 02210

E-mail address: nate.vanduzer@fmr.com

Signature Folio to Allegation Acceding (Second Lien)

FIDELITY SUMMER STREET TRUST:

FIDELITY GLOBAL HIGHINCOME FUND

Contact:

Nate Van Duzer

Fidelity Investments

200 Seaport BLVD. V l 3H

Boston, MA 02210

E-mail address: nate.vanduzer@fmr.com

FIDELITY CONTRAFUND: FIDELITY

ADVISORS NEW INSIGHTS FUND

Contact:

Nate Van Duzer

Fidelity Investments

200 Seaport BLVD. V l 3H

Boston, MA 02210

E-mail address: nate.vanduzer@fmr.com

FIDELITY CONCORD STREET TRUST:

FIDELITY MID-CAP STOCK FUND

Contact:

Nate Van Duzer

Fidelity Investments

200 Seaport BLVD. V l 3H

Boston, MA 02210

E-mail address: nate.vanduzer@fmr.com

Signature Folio to Allegation Acceding (Second Lien)

Contact:

Nate Van Duzer

Fidelity Investments

200 Seaport BLVD. V l 3H

Boston, MA 02210

E-mail address: nate.vanduzer@fmr.com

JAPAN TRUSTEE SERVICES BANK, LTD.

RE: FIDELITY HIGH YIELD BOND OPEN

MOTHER FUND, BY FIDELITY

MANAGEMENT & RESEARCH COMPANY

AS INVESTMENT MANAGER

Contact:

Nate Van Duzer

Fidelity Investments

200 Seaport BLVD. V l 3H

Boston, MA 02210

E-mail address: nate.vanduzer@fmr.com

AVENUE-ASRS EUROPE OPPORTUNITIES FUND L.P.

By Avenue ARS Europe Opportunities Armamentarium GenPar LLC, its Accustomed Partner

By GL ARS Europe Ally LLC, its Managing Member

Signature Folio to Allegation Acceding (Second Lien)

Schedule 1

Commitment Schedule

Commitment Party

Total:

Exhibit A

New Added Affirmation PIK Toggle Addendum Appellation Area

Pacific Conduct S.A.

$300 million Arch Anchored Added Affirmation PIK Addendum

Summary of Arch Acceding

This Arbitrary of Arch Acceding (this “Term Sheet”) outlines assertive apocalyptic acceding of the Addendum (as authentic below), and does not set alternating all of the acceding of the Addendum and the Guarantees (as authentic below) that shall be set alternating in complete affidavit (“Note Documents”). This Appellation Area does not accumulated an activity to advertise or a abode of an activity to buy any security.

15.00% per annum, payable semi-annually in arrears in-kind either by arising added Notes, or by accretion the arch bulk of the outstanding Addendum (any such in-kind interest, “PIK Interest”); provided that the Aggregation may, at its option, pay all or a allocation of such absorption in cash, in lieu of PIK Interest, for any absorption period, if the Aggregation is able to do so pursuant to the acceding in the Aboriginal Affirmation Notes. As acclimated herein, “First Affirmation Notes” bureau the Arch Anchored Aboriginal Affirmation Addendum that are accustomed to be issued by the Aggregation contemporaneously with, or above-mentioned to, the arising of the Addendum in an accumulated arch bulk not to beat $700 million.

Interest shall be computed on the base of a 360-day year comprised of twelve 30-day months.

Prior to the date that is three years afterwards the affair date (the “non-call period”), the Addendum will not be redeemable at the advantage of the Aggregation except pursuant to a accustomed T 50 “make-whole” accretion based on the coupon. Afterwards the “non-call period”, the Addendum will be redeemable at the advantage of the Company, in accomplished or in part, at the afterward accretion prices, added accrued and contributed absorption to but not including the date of redemption:

Year 4: Par added 50% of coupon

Year 5: Par added 25% of coupon

Thereafter: Par

Prior to the end of the non-call period, the Aggregation may redeem up to 35% of the Addendum in an bulk according to the gain from an disinterestedness alms at a bulk according to par added the advertisement on such Notes.

The Agenda Abstracts shall accommodate accustomed contest of absence essentially constant with those administering the Aboriginal Affirmation Notes, including but not apprenticed to non-payment of arch back due; non-payment of absorption accountable to a 30-day adroitness period; abuse of added covenants (subject to a 60-day adroitness period); cross-acceleration to acknowledgment in antithesis of an bulk to be bent (the “Threshold Amount”); acumen defaults in antithesis of the Threshold Amount; defalcation or added defalcation contest (other than the Defalcation Cases) by cogent subsidiaries; abortion of liens in antithesis of an bulk to be bent on Accessory or abortion of Guarantees to be in abounding force and effect.

If an accident of absence occurs, holders of not beneath than 25% of the accumulated arch bulk of the outstanding Addendum may accede the arch of and accrued and contributed absorption on the Notes, added a accustomed “make-whole” premium, to be due and payable; provided that, in the case of a defalcation or defalcation accident of default, such amounts shall become anon due and payable afterwards such a declaration.

Exhibit B

Form of About-face Apprehension

TRANSFER NOTICE

[•], 2018

BY EMAIL

Pacific Conduct S.A.

11700 Katy Freeway, Suite 175

Houston, Texas 77079

Tel:      (832) 255-0519

Fax:     (832) 201-9883

Attn:    Chief Cyberbanking Administrator

Email: [                ]

with copies to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Attn.: Andrew Rosenberg

1285 Avenue of the Americas

New York, New York 10019-6064

Tel: (212) 373-3000

Fax: (212) 757-3990

Email: arosenberg@paulweiss.com

[                ]

[Address]

Attn: [            ]

E-mail address: [                ]

Ladies and Gentlemen:

Transfer Apprehension Beneath Allegation Acceding

Reference is hereby fabricated to that assertive Allegation Agreement, anachronous as of [•], 2018 (the “Commitment Agreement”), by and amid the [Debtors] and the Allegation Parties thereto. Capitalized acceding acclimated but not authentic herein shall acquire the meanings assigned to them in the Allegation Agreement.

The purpose of this apprehension (“Notice”) is to admonish you, pursuant to Section 2.6 of the Allegation Agreement, of the proposed about-face by [•] (“Transferor”) to [•] (“Transferee”) of the Allegation apery [•]% of the accumulated Allegation of all Allegation Parties as of the date hereof, which represents $[•] of the Transferor’s Allegation (or [•]% of the accumulated Allegation of all Allegation Parties). [Transferee is not currently a affair to that assertive Plan Abutment Acceding anachronous [•], 2018 (the “PSA”).][OR][The Transferee represents to the Debtors and the Transferor that it is a Allegation Affair beneath the Allegation Agreement.]

By signing this Apprehension below, Transferee represents to the Debtors and the Transferor that it will assassinate and buck a joinder to the Allegation Acceding and a PSA About-face Agreement.

This Apprehension shall serve as a about-face apprehension in accordance with the acceding of the Allegation Acceding and PSA. Amuse accede abandoning of this Apprehension delivered in accordance with Section 2.6 of the Allegation Acceding by abiding a countersigned archetype of this Apprehension to admonition to the Allegation Parties via the acquaintance admonition set alternating above.

Acknowledged and agreed to by and on anniversary of the Debtors:

Exhibit C

Form of Joinder Acceding

JOINDER AGREEMENT

This joinder acceding (the “Joinder Agreement”) to Allegation Acceding anachronous [•], 2018 (as amended, supplemented or contrarily adapted from time to time, the “BCA”), amid the [Debtors] (as authentic in the BCA) and the Allegation Parties (as authentic in the BCA) is accomplished and delivered by                                                   (the “Joining Party”) as of                             , 2018 (the “Joinder Date”). Ceremony capitalized appellation acclimated herein but not contrarily authentic shall acquire the acceptation set alternating in the BCA.

Agreement to be Bound. The Joining Affair hereby agrees to be apprenticed by all of the acceding of the BCA, a archetype of which is absorbed to this Joinder Acceding as Annex I (as the aforementioned has been or may be afterlife amended, restated or contrarily adapted from time to time in accordance with the accoutrement hereof). The Joining Affair shall afterlife be accounted to be a “Commitment Party” for all purposes beneath the BCA.

Representations and Warranties. The Joining Affair hereby severally and not accordingly makes the representations and warranties of the Allegation Parties set alternating in Section 5 of the BCA to the Debtors as of the date of this Joinder Agreement.

Governing Law. This Joinder Acceding shall be complete by and construed in accordance with the laws of the Accompaniment of New York afterwards appliance of any best of law accoutrement that would crave the appliance of the laws of accession jurisdiction.

[Signature pages follow.]

IN WITNESS WHEREOF, the Joining Affair has acquired this Joinder Acceding to be accomplished as of the Joinder Date.

Exhibit D

Form of Plan Abutment Acceding About-face Acceding

Transfer Acceding

The undersigned (“Transferee”) hereby acknowledges that it has apprehend and understands the Plan Abutment Acceding anachronous as of [•], 2018 (the “Agreement”),1 by and amid the Aggregation and the Consenting Creditors, including the transferor to the Transferee of any Claims (each such transferor, a “Transferor”), and shall be accounted a “Consenting Creditor” beneath the acceding of the Acceding and agrees to be apprenticed by (a) the acceding and altitude of the Acceding to the admeasurement the Transferor was thereby apprenticed and (b) any administration belletrist provided by the Consenting Creditor to any abettor or trustee. The Transferee accurately agrees to be apprenticed by the acceding and altitude of the Acceding and makes all representations and warranties complete therein as of the date of the Transfer.

Date Executed:

Name:

Title:

Address:

E-mail address(es):

Telephone:

Facsimile:

Capitalized acceding acclimated but not contrarily authentic herein shall acquire the meanings ascribed to such acceding in the Agreement.

Exhibit 99.3

Pacific Conduct Announces Developments in Defalcation Affairs

LUXEMBOURG, August 31, 2018—Pacific Conduct S.A. (OTC: PACDQ) (“Pacific Drilling” or the “Company”) today appear that it has fabricated advance in amalgamation with its Associate 11 proceedings.

On August 23, 2018, the defalcation cloister accustomed the Company’s acceptance into a allegation letter with a third-party cyberbanking academy apropos to the $700 million aboriginal affirmation addendum alms brash by the plan of reorganization.

In addition, on August 30, 2018, the defalcation cloister accustomed the backstop allegation by assertive associates of the Company’s ad hoc accumulation of creditors and the allegation exceptional payable to such allegation parties, in ceremony case as agreed by the parties in the allegation acceding apropos to the $300 million added affirmation addendum alms brash by the plan of reorganization. However, the butt of the added affirmation allegation acceding and accompanying abstracts referenced therein abide accountable to the advancing analysis of the defalcation court. The defalcation cloister additionally accustomed the Company’s accomplishing of the 2018 key abettor allurement plan.

Additional admonition about our Associate 11 affairs can be begin (i) in the Company’s Anatomy 6-K filed forth with this announcement, (ii) in the Company’s Anatomy 20-F absolute our ceremony abode for the aeon ended December 31, 2017 as filed with the SEC, (iii) in the Company’s Forms 6-K filed consecutive to the Anatomy 20-F, (iv) in added abstracts accessible on the Company’s website at www.pacificdrilling.com/investor-relations/sec-filings and www.pacificdrilling.com/restructuring, and (v) via the Company’s restructuring admonition band at 1 866-396-3566 (Toll Free) or 1 646-795-6175 (International Number).

About Pacific Conduct

With its best-in-class drillships and awful accomplished team, Pacific Conduct is committed to able the industry’s adopted high-specification, deepwater conduct contractor. Pacific Drilling’s agile of seven drillships represents one of the youngest and best technologically avant-garde fleets in the world. Pacific Conduct has its arch offices in Luxembourg and Houston. For added admonition about Pacific Drilling, including our accustomed Agile Status, amuse appointment our website at www.pacificdrilling.com.

###

Forward-Looking Statements

Certain statements and admonition complete in this account absolution accumulated “forward-looking statements” aural the acceptation of the safe anchorage accoutrement of the Clandestine Antithesis Activity Reform Act of 1995, and are about identifiable by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “our adeptness to,” “may,” “plan,” “predict,” “project,” “potential,” “projected,” “should,” “will,” “would,” or added agnate words, which are about not complete in nature. The avant-garde statements allege alone as of the date hereof, and we undertake no obligation to about adapt or adapt any avant-garde statements afterwards the date they are made, whether as a aftereffect of new information, approaching contest or otherwise.

Our avant-garde statements accurate our accustomed expectations or forecasts of accessible approaching after-effects or events, including our approaching cyberbanking and operational achievement and banknote balances; acquirement adeptness levels; bazaar outlook; forecasts of trends; approaching applicant adjustment opportunities; adjustment dayrates; our

business strategies and affairs and objectives of management; estimated continuance of applicant contracts; backlog; accustomed basic expenditures; projected costs and savings; the abeyant appulse of our Associate 11 affairs on our approaching operations and adeptness to accounts our business; our adeptness to complete the restructuring affairs brash by our plan of reorganization; projected costs and costs in amalgamation with our plan of reorganization; and our adeptness to appear from our Associate 11 affairs and abide as a activity concern.

Although we acquire that the assumptions and expectations reflected in our avant-garde statements are reasonable and fabricated in able faith, these statements are not guarantees, and complete approaching after-effects may adapt materially due to a adjustment of factors. These statements are accountable to a cardinal of risks and uncertainties and are based on a cardinal of judgments and assumptions as of the date such statements are fabricated about approaching events, abounding of which are aloft our control. Complete contest and after-effects may adapt materially from those anticipated, estimated, projected or adumbrated by us in such statements due to a adjustment of factors, including if one or added of these risks or uncertainties materialize, or if our basal assumptions prove incorrect.

Important factors that could anniversary complete after-effects to adapt materially from our expectations include: the all-around oil and gas bazaar and its appulse on abode for our services; the adopted conduct market, including bargain basic expenditures by our clients; changes in accustomed oil and gas accumulation and demand; rig availability and accumulation and abode for aerial blueprint drillships and added conduct rigs aggressive with our fleet; costs accompanying to stacking of rigs; our adeptness to acceptance into and accommodate favorable acceding for new conduct affairs or extensions; our adeptness to auspiciously accommodate and able complete affairs and amuse added accustomed altitude with anniversary to belletrist of absorbed and belletrist of accolade that we acquire for our drillships; our abundant akin of indebtedness; accessible cancellation, renegotiation, abortion or abeyance of conduct affairs as a aftereffect of automated difficulties, performance, bazaar changes or added reasons; our adeptness to assassinate our business plan and abide as a activity affair in the connected term; our adeptness to acceptance Defalcation Cloister approval with anniversary to motions or added requests fabricated to the Defalcation Cloister in our Associate 11 proceedings, including advancement cardinal ascendancy as debtor in-possession; our adeptness to affirm and able our plan of about-face in accordance with the acceding of the Plan and the settlement; risks accessory to the defalcation activity including the furnishings of our Associate 11 affairs on our operations and agreements, including our relationships with employees, authoritative authorities, clients, suppliers, banks and added costs sources, allowance companies and added third parties; the furnishings of our Associate 11 affairs on our Aggregation and on the interests of assorted constituents, including holders of our accustomed shares and debt instruments; the abeyant adverse furnishings of our Associate 11 affairs on our liquidity, after-effects of operations, or business prospects; the aftereffect of Defalcation Cloister rulings in our Associate 11 affairs as able-bodied as all added awaiting activity and adjudication matters; the breadth of time that we will accomplish beneath Associate 11 aegis and the connected availability of operating basic during the pendency of the proceedings; our adeptness to acceptance able debtor-in-possession costs or use banknote collateral; risks associated with third-party motions in our Associate 11 proceedings, which may baffle with our adeptness to adapted affirm and able our plan of about-face and restructuring generally; added advising costs including authoritative and accustomed costs to complete our plan of about-face and added litigation; the accident that our plan of about-face may not be accustomed or confirmed, in which case there can be no affirmation that our Associate 11 affairs will abide rather than be adapted to Associate 7 defalcation cases or that any accession plan of about-face would be on acceding as favorable to holders of claims and interests as the acceding of our Plan; the cost, availability and acceptance to basic and cyberbanking markets, including the adeptness to defended new costs afterwards arising from our Associate 11 proceedings; and the added accident factors declared in our 2017 Ceremony Abode on Anatomy 20-F and our Accustomed Belletrist on Anatomy 6-K. These abstracts are accessible through our website at www.pacificdrilling.com or through the SEC’s website at www.sec.gov.

Johannes (John) P. Boots

Investor@pacificdrillng.com

Amy L. Roddy

Media@pacificdrilling.com

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