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a termination due to death or Disability, by Mr. Bisignano for Good Reason or by the Company without Cause, the call price will be adjusted sa that Holdings will pay Mr. Bisignano a per share price equal to the per sham price paid in such Change in Control. An initial public offering or sale of the Comp

ounts. if any, that the NEO received in excess of the price paid by the NEO in acquiring such stock, on a net after-tax basis. 183 httr/Annv. see. gov/Archi vecledgar/dataht83980/00011 9312515334479/d31022ds la.htmil 0/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB

EO's employment with the Company terminates for any reason. all stock and vested options, to the extent not forfeited, are subject to call rights by Holdings until a Change in Control, as defined in the 2007 Equity Plan and Management Stockholder Agreement. If an NEO's employment terminates due to death o

Equity Plan by eliminating all potential option gains for executives who voluntarily terminate prior to a Change in Control. 182 http://vanv. see. gov/Archi vecledgaddataht83980/00011 93 1251 5334479/d31022ds la.htmi 1 0/14/201 5 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL

curities (USA) LLC, Goldman, Sachs & Co., HSBC Securities (USA) Inc., Wells Fargo Securities, LLC and KKR Capital Markets LLC. On December 2, 2013, Holdings issued approximately $1.4 billion aggregate principal amount of 14.5% senior PDC notes due 2019 in exchange for issued and outstanding 11.5% senior

wise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is 11.4 http://vanv. see. gov/Archi vecledgaddataht83980/00011 93 1251 5334479/d31022ds la.htmi 1 0/14/201 5 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL