at 11:59 P.M. prevailing Eastern Time on the fifth business day after the date the 2015 10-K is filed by the Company with the SEC, unless the Company has filed the Convertible Note Registration Statement (and related Statement on [Schedule TO]) with the SEC and commenced, in accordance with Rule 13e-4 under the Exchange Act, the Registered Convertible Note Exchange Offer by such time;

This term sheet (the “Term Sheet”) describes certain terms for # an exchange offer to certain holders of the Existing Secured Notes (as defined below) (the “Secured Note Exchange Offer”), # a number of private exchanges of Existing Convertible Notes (as defined below) held by the Supporting Convertible Noteholders pursuant to the Transaction Support Agreements (the “Private Convertible Note Exchanges”) and # an exchange offer registered under the Securities Act of 1933 (the “Securities Act”) involving the Existing Convertible Notes (as defined below) (the “Registered Convertible Note Exchange Offer” and together with the Private Convertible Note Exchanges, the “Convertible Note Exchange Offers”). The Convertible Note Exchange Offers and the Secured Note Exchange Offer are referred to as the “Transactions”.

(1) the confidential exchange offering memorandum for the Secured Note Exchange Offer (the “Secured Note Exchange Offering Memorandum”), # the supplemental indenture that will effectuate the proposed amendments (the “Proposed Amendments”) to the Existing Secured Note Indenture and the other related loan documents set forth in the Consent Solicitation, # an intercreditor agreement (or an amended and restated intercreditor agreement) (the “Intercreditor Agreement”), which will set forth the relative rights and priorities between and among the lenders under that certain Loan and Security Agreement, dated as of December 15, 2011, by and among, inter alia, the Company, as Borrower, certain of its subsidiaries, as Co-Borrowers and Guarantors, and Wells Fargo, National Association, as Lender and Administrative Agent (the “First Lien Loan Agreement”), the holders of the New Secured Notes and the holders of the New Convertible Notes, which Intercreditor Agreement shall be generally consistent with that certain Intercreditor Agreement, dated as of December 15, 2011, by and among Wells Fargo, National Association, as First Lien Agent, and U.S. Bank National Association, as Second Lien Agent, except that such Intercreditor Agreement shall also provide for a third-priority lien for the benefit of the New Convertible Notes on the collateral securing the New Secured Notes and the First Lien Loan Agreement as contemplated by this Agreement, and shall otherwise contain reasonable and customary terms for an intercreditor agreement of this nature; # the indenture governing the New Secured Notes (the “New Secured Notes Indenture”) and any related security, pledge or other loan or collateral documents; # a registration rights agreement with respect to all shares of Company Common Stock issued in connection with the Secured Note Exchange Offer (the “Registration Rights Agreement”); # a registration statement to register the resale of all Company Common Stock issued to Supporting Secured Noteholders in connection with the Secured Note Exchange Offer (the “Registration Statement”); # any amendments, modifications, waivers or consents with respect to the First Lien Loan Agreement reasonable necessary or appropriate to consummate the Transactions (the "First Lien Loan Agreement Consent"); and # any other related documents, releases, agreements, or instruments reasonably necessary or appropriate to effectuate the Secured Note Exchange Offer (collectively, the “Secured Note Exchange Transaction Documents”);

not # withdraw or terminate either the Secured Note Exchange Offer or the Registered Convertible Note Exchange Offer (other than due to the impossibility of fulfilling a conditin precedent other than the Minimum

Additional Offering Materials. Except in connection with the Exchange Offer or the filing of the Shelf Registration Statement, not to, and not to authorize or permit any person acting on its behalf to, # distribute any offering material in connection with the offer and sale of the Securities other than the Time of Sale Document and the Final Offering Memorandum and any Company Additional Written Communications (used in accordance with this Agreement) and any amendments and supplements to the Preliminary Offering Memorandum or the Final Offering Memorandum or any Company Additional Written Communication prepared in compliance with this Agreement, # solicit any offer to buy or offer to sell the Securities by means of any form of general

P Tender/Exchange Offer Valuation Period

Registration Rights Agreement; Registration Rights. The Registration Rights Agreement has been duly authorized and, at the Initial Closing Date, will have been duly executed and delivered by the Parent and the Company, and will be a valid and binding agreement of the Parent and the Company, enforceable against the Parent and the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnification under the Registration Rights Agreement may be limited by applicable law. There are no Persons with registration or other similar rights to have any equity or debt securities, including securities which are convertible into or exchangeable for equity securities, registered pursuant to any registration statement or otherwise registered by the Company Group under the Securities Act.

Registration Eligibility. The Company is eligible to register the issuance of the Securities by the Company using Form S-3 promulgated under the 1933 Act.

Registration Procedures. In connection with the registration obligations of [[Organization A:Organization]] under Section # [[Organization A:Organization]] shall:

Registration Expenses. [[Organization A:Organization]] shall bear all fees and expenses incurred in connection with the performance by [[Organization A:Organization]] of its obligations under Sections (a) and (b) whether or not any Registration Statement is declared effective. Such fees and expenses shall include, without limitation, # all registration and filing fees (including, without limitation, fees and expenses # with respect to filings required to be made with FINRA and the Commission and # of compliance with federal, provincial and state securities or “blue sky” laws (including, without limitation, and subject to clause (vii) below, reasonable fees and disbursements of the Special Counsel in connection with blue sky qualifications of the Registrable Securities under the laws of such jurisdictions as Notice Holders of a majority of the Registrable Securities being sold pursuant to a Registration Statement may designate)), # printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust [[Organization A:Organization]]), # all reasonable expenses of any persons in preparing or assisting in preparing, word processing, printing and distributing any Resale Document, and any securities sales agreements and other documents relating to the performance of and compliance with this Agreement, # reasonable fees and disbursements of counsel for [[Organization A:Organization]] in connection with any Resale Documents, # reasonable fees and disbursements of the registrar and transfer agent for the Shares, # U.S. Securities Act liability insurance obtained by [[Organization A:Organization]] in its sole discretion and # the reasonable and documented or invoiced fees and disbursements of Special Counsel. In addition, [[Organization A:Organization]] shall pay the internal expenses of [[Organization A:Organization]] (including, without limitation, all salaries and expenses of officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing by [[Organization A:Organization]] of the Registrable Securities on any securities exchange on which similar securities of [[Organization A:Organization]] are then listed and the fees and expenses of any person, including special experts, retained by [[Organization A:Organization]]. Notwithstanding the provisions of this Section (d), each seller of Registrable Securities shall pay any fees and disbursements of such seller’s counsel, broker’s commission, agency fee or underwriter’s discount or commission in connection with the sale of the Registrable Securities under a Resale Document.