Common use of Indicative Terms Clause in Contracts

Indicative Terms. The indicative terms of the Alternative Recapitalization Transaction as agreed among the Parties are set forth in this Agreement. Each of CPC and the Supporting Parties agree to use reasonable best efforts to pursue the completion of the Alternative Recapitalization Transaction effective upon (i) the termination of the KGI Support Agreement or (ii) the failure of the M&A Transaction to close by the "Outside Date" (as defined in the KGI Support Agreement) (the foregoing individually and collectively, an “Alternative Recapitalization Triggering Event”), which shall be approved and implemented through (i) a plan of arrangement, in form and substance acceptable to CPC and the Supporting Parties, each acting reasonably, filed pursuant to the CBCA, and approved and sanctioned by the Canadian court (the “Court”) having jurisdiction over the CBCA Proceedings pursuant to the Final Order and (ii) the U.S. Recognition Order entered by the U.S. Bankruptcy Court. CPC and the Supporting Parties agree that the Plan and the Final Order shall provide that, in the event of the occurrence of an Alternative Recapitalization Triggering Event, on the Closing Date: (a) the Notes, including any November 2016 Accrued Interest thereon, shall be exchanged for (i) US$135.0 million of interests in the principal of the Refinanced Loan, without novation of the underlying debt and (ii) newly-issued Shares of CPC representing 95% of the aggregate amount of all CPC Shares issued and outstanding after giving pro forma effect to the transactions contemplated hereby (other than any share purchase that may be consummated in connection with the Take-Private); (b) CPC shall pay in full, in cash all of the Supporting Parties’ reasonable and documented out-of-pocket fees and expenses (including reasonable and documented out-of-pocket legal fees and expenses, it being understood and agreed that summary statements shall be sufficient evidence of such fees and expenses for all purposes hereunder and that such statements may be appropriately redacted for any privileged and confidential information) outstanding as of the closing of the Alternative Recapitalization Transaction, provided that such fees and expenses are invoiced directly to CPC. (c) It is the Parties’ intention to rely upon the exemption from registration provided by Section 3(a)(10) of the Securities Act to issue, based on the Court’s approval of the Plan (including the Court’s conclusion that the Plan is substantively and procedurally fair to securityholders), the newly-issued Shares of CPC set forth in Section 2.1(a) (but such intention is not in limitation of, and is without prejudice to, the Parties’ ability to rely on any other exemptions from such registration requirements as may be available in connection with such issuance of Shares). CPC and the Supporting Parties shall cooperate to structure and negotiate the terms of an additional component of the Plan under which certain of the Shares not held by the Supporting Parties that have executed this Agreement on the Agreement Date would be exchanged for cash consideration payable by CPC or otherwise repurchased by CPC, subject to certain conditions, including so as to permit CPC to cease to be a reporting issuer under applicable securities Laws. The completion of any such Take-Private would not be a condition to the implementation of the Plan.

Indicative Terms. The indicative terms of the Alternative Recapitalization Transaction as agreed among the Parties are set forth in this Agreement. Each of CPC and the Supporting Parties agree to use reasonable best efforts to pursue the completion of the Alternative Recapitalization Transaction effective upon (i) the termination of the KGI Support Agreement or (ii) the failure of the M&A Transaction to close by the "“Outside Date" ” (as defined in the KGI Support Agreement) (the foregoing individually and collectively, an “Alternative Recapitalization Triggering Event”), which shall be approved and implemented through (i) a plan of arrangement, in form and substance acceptable to CPC and the Supporting Parties, each acting reasonably, filed pursuant to the CBCA, and approved and sanctioned by the Canadian court (the “Court”) having jurisdiction over the CBCA Proceedings pursuant to the Final Order and (ii) the U.S. Recognition Order entered by the U.S. Bankruptcy Court. CPC and the Supporting Parties agree that the Plan and the Final Order shall provide that, in the event of the occurrence of an Alternative Recapitalization Triggering Event, on the Closing Date: (a) the Notes, including any November 2016 Accrued Interest thereon, shall be exchanged for (i) US$135.0 million of interests in the principal of the Refinanced Loan, without novation of the underlying debt and (ii) newly-issued Shares of CPC representing 95% of the aggregate amount of all CPC Shares issued and outstanding after giving pro forma effect to the transactions contemplated hereby (other than any share purchase that may be consummated in connection with the Take-Private); (b) CPC shall pay in full, in cash all of the Supporting Parties’ reasonable and documented out-of-pocket fees and expenses (including reasonable and documented out-of-pocket legal fees and expenses, it being understood and agreed that summary statements shall be sufficient evidence of such fees and expenses for all purposes hereunder and that such statements may be appropriately redacted for any privileged and confidential information) outstanding as of the closing of the Alternative Recapitalization Transaction, provided that such fees and expenses are invoiced directly to CPC. (c) It is the Parties’ intention to rely upon the exemption from registration provided by Section 3(a)(10) of the Securities Act to issue, based on the Court’s approval of the Plan (including the Court’s conclusion that the Plan is substantively and procedurally fair to securityholders), the newly-issued Shares of CPC set forth in Section 2.1(a) (but such intention is not in limitation of, and is without prejudice to, the Parties’ ability to rely on any other exemptions from such registration requirements as may be available in connection with such issuance of Shares). CPC and the Supporting Parties shall cooperate to structure and negotiate the terms of an additional component of the Plan under which certain of the Shares not held by the Supporting Parties that have executed this Agreement on the Agreement Date would be exchanged for cash consideration payable by CPC or otherwise repurchased by CPC, subject to certain conditions, including so as to permit CPC to cease to be a reporting issuer under applicable securities Laws. The completion of any such Take-Private would not be a condition to the implementation of the Plan.