Common use of Restructuring Transactions Clause in Contracts

Restructuring Transactions. (a) Within one (1) Business Day following the Registration Statements being declared effective by the SEC, the Company shall commence the Exchange Offer. The Exchange Offer shall remain open for twenty (20) Business Days (as such term is defined in the Exchange Act) , subject to extension with the prior written consent of the Requisite Supporting Noteholders or as otherwise required by Applicable Law, provided, however, that ION shall have the unilateral right to extend the Exchange Offer one time for up to ten (10) Business Days. (b) The Exchange Offer shall provide each holder of Existing Second Lien Notes Claims with the right to exchange each $1,000 of its Existing Second Lien Notes for the following: (i) the Exchange Consideration; and (ii) payment of all accrued and unpaid interest on the Existing Second Lien Notes through the Closing Date in cash. (c) Each holder of Existing Second Lien Notes Claims that validly tenders or exchanges its Existing Second Lien Notes Claims in the Exchange Offer on or before the tenth (10th) Business Day (subject to extension with the prior written consent of the Requisite Supporting Noteholders or as otherwise required by Applicable Law) following the commencement of the Exchange Offer (the “Early Exchange Deadline”) shall be entitled to the Early Exchange Premium. (d) The conversion price of the New Second Lien Convertible Notes shall be $3.00 per share (the “Conversion Price”). (e) Each holder of Existing Second Lien Notes that elects to exchange Existing Second Lien Notes in the Exchange Offer shall exchange all Existing Second Lien Notes held by it, and shall include in its letter of transmittal in connection with the Exchange Offer a certification that such holder has exchanged all Existing Second Lien Notes held by it. All Existing Second Lien Notes exchanged in connection with the Exchange Offer shall be retired at Closing. (f) The Company shall effect the Exchange Offer (i) pursuant to a registration statement filed under the Securities Act (together with any documents incorporated by reference therein and all exhibits thereto, the “Exchange Offer Registration Statement”) and the related prospectus (the “Exchange Offer Prospectus”) and, together with the Exchange Offer Registration Statement, the letter of transmittal and all amendments and supplements thereto and any documents or information incorporated by reference therein, the “Exchange Offer Documents”) and in compliance with the applicable provisions thereof, (ii) in compliance with the applicable provisions of the Securities Act and the Exchange Act (including Rule 10b-5, Section 14(e) and Regulation 14E promulgated thereunder) and (iii) in a manner that is in form and substance reasonably acceptable to the Requisite Supporting Noteholders. (g) Simultaneous with the commencement of the Exchange Offer, the Company agrees to seek to obtain consents (the “Consents”) from each holder of Existing Second Lien Notes for the amendment of the Existing Second Lien Notes Indenture so as to eliminate the covenants, defaults, events of defaults and other provisions set forth on Exhibit D. Holders of Existing Second Lien Notes shall be required to provide Consents as a condition to participating in the Exchange Offer. The Company shall not pay any fee or other consideration to the holders of Existing Second Lien Notes in connection with the Consents. Any executed Consents shall become effective only upon the Closing occurring. (h) The Company shall, in accordance with Applicable Law and its Organizational Documents, cause the Special Meeting to be held for the purpose of obtaining the following stockholder approvals: (i) the Restructuring Transactions, (ii) an amendment to ION’s Restated Certificate of Incorporation to increase the number of authorized shares, (iii) an amendment to ION’s Third Amended and Restated Long-Term Incentive Plan to increase the number of shares available for issuance as incentive awards thereafter, in an amount no greater than 10% of ION’s Common Stock outstanding after giving effect to the Restructuring Transactions on a fully diluted basis less any shares that vest under ION’s Third Amended and Restated Long-Term Incentive Plan as a result of the Restructuring Transactions and (iv) the Restructuring Transactions required by Rule 312 of the NYSE Listed Company Manual (collectively, the “Stockholder Approvals”). (i) All holders of Common Stock shall be granted the right to participate in the Rights Offering, which shall be effected pursuant to a registration statement filed under the Securities Act (together with any documents incorporated by reference therein and all exhibits thereto, the “Rights Offering Registration Statement,” and together with the Exchange Offer Registration Statement, the “Registration Statements”) and the related prospectus (the “Rights Offering Prospectus,” and together with the Exchange Offer Prospectus, the “Prospectuses”). The Rights Offering is expected to yield proceeds of at least $20 million and up to $50 million. The rights may be exercised in exchange for either New Second Lien Convertible Notes or Common Stock. The Company shall use reasonable best efforts to obtain a commitment to backstop the Rights Offering. The form of backstop commitment (the “Backstop Agreement”) may offer a backstop commitment fee in an aggregate amount no more than five (5) percent (%) of the aggregate amount of new money commitments received under the Backstop Commitment, payable in the form of either (i) Common Stock or (ii) New Second Lien Convertible Notes issued at par. The Rights Offering shall be registered with the SEC. (j) At the Closing, the Company shall issue the Series A Preferred Stock to the New Second Lien Convertible Notes Indenture Trustee on behalf of the holders of the New Second Lien Convertible Notes. (k) At the Closing, the Company shall reserve for issuance an amount of Common Stock sufficient to allow for the exercise of all of the New Second Lien Convertible Notes that are immediately exercisable at the Closing. (l) At the Closing, the Company and each Supporting Noteholder shall execute a release agreement in favor of the other (the “Release”), which release shall be substantially in the form attached hereto as Exhibit E. (m) Each of the Restructuring Documents shall be consistent in all respects with, and shall contain, the terms and conditions set forth in this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company and the Requisite Supporting Noteholders.

Restructuring Transactions. (a) Within one (1) Business Day The Borrower, each Lender, each Exiting Lender and the Agent agree that on the Restructuring Date the following the Registration Statements being declared effective transactions shall be deemed to occur automatically, without further action by the SEC, the Company shall commence the Exchange Offer. The Exchange Offer shall remain open for twenty (20) Business Days (as such term is defined in the Exchange Act) , subject to extension with the prior written consent of the Requisite Supporting Noteholders or as otherwise required by Applicable Law, provided, however, that ION shall have the unilateral right to extend the Exchange Offer one time for up to ten (10) Business Days. (b) The Exchange Offer shall provide each holder of Existing Second Lien Notes Claims with the right to exchange each $1,000 of its Existing Second Lien Notes for the followingany party hereto: (i) The Existing Credit Facility shall be replaced by the Exchange Consideration; andRestated Credit Facility and the Existing Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement; (ii) Each Exiting Lender shall cease to be a party hereto and shall have no further obligation to extend credit hereunder; (iii) All Existing Obligations, to the extent not paid on the Restructuring Date, shall be renewed, extended and restated hereunder and shall continue to be outstanding hereunder and, as such, shall constitute Obligations hereunder, and nothing herein shall be construed to deem such Existing Obligations paid. Each Existing Lender shall, promptly after receipt of (a) the payment in immediately available funds of all accrued amounts owing to such Existing Lender pursuant to Section 4.1(xi), and unpaid interest on the Existing Second Lien (b) its Notes through the Closing Date in cash. hereunder (c) Each holder of Existing Second Lien Notes Claims that validly tenders or exchanges its Existing Second Lien Notes Claims in the Exchange Offer on or before the tenth (10th) Business Day (subject to extension with the prior written consent case of the Requisite Supporting Noteholders or as otherwise required by Applicable Law) following the commencement of the Exchange Offer (the “Early Exchange Deadline”) shall be entitled Lenders only), return to the Early Exchange Premium. Borrower the promissory note (d) The conversion price of the New Second Lien Convertible Notes shall be $3.00 per share (the “Conversion Price”). (e) Each holder of Existing Second Lien Notes that elects to exchange Existing Second Lien Notes marked "Superseded" or, in the Exchange Offer shall exchange all Existing Second Lien Notes held case of Exiting Lenders, "Cancelled") received by it, and shall include in its letter of transmittal it in connection with the Exchange Offer a certification Existing Credit Agreement. The Borrower, each Lender, each Exiting Lender and the Agent agree that such holder has exchanged all Existing Second Lien Notes held by it. All Existing Second Lien Notes exchanged (a) the restructuring transactions provided in connection with the Exchange Offer shall be retired at Closing. (f) The Company shall effect the Exchange Offer foregoing clauses (i) pursuant to a registration statement filed under the Securities Act (together with any documents incorporated by reference therein and all exhibits thereto, the “Exchange Offer Registration Statement”) and the related prospectus (the “Exchange Offer Prospectus”) and, together with the Exchange Offer Registration Statement, the letter of transmittal and all amendments and supplements thereto and any documents or information incorporated by reference therein, the “Exchange Offer Documents”) and in compliance with the applicable provisions thereof), (ii) in compliance with the applicable provisions of the Securities Act and the Exchange Act (including Rule 10b-5, Section 14(e) and Regulation 14E promulgated thereunder) and (iii) in a manner that is in form and substance reasonably acceptable to the Requisite Supporting Noteholders. (g) Simultaneous with the commencement of the Exchange Offer, the Company agrees to seek to obtain consents (the “Consents”) from each holder of Existing Second Lien Notes for the amendment of the Existing Second Lien Notes Indenture so as to eliminate the covenants, defaults, events of defaults and other provisions set forth on Exhibit D. Holders of Existing Second Lien Notes shall be required to provide Consents as a condition to participating in the Exchange Offer. The Company shall not pay any fee or other consideration to be effective until the holders of Existing Second Lien Notes in connection with the Consents. Any executed Consents shall become effective only upon the Closing occurring. (h) The Company shall, in accordance with Applicable Law and its Organizational Documents, cause the Special Meeting to be held for the purpose of obtaining the following stockholder approvals: (i) the Restructuring Transactions, (ii) an amendment to ION’s Restated Certificate of Incorporation to increase the number of authorized shares, (iii) an amendment to ION’s Third Amended and Restated Long-Term Incentive Plan to increase the number of shares available for issuance as incentive awards thereafter, in an amount no greater than 10% of ION’s Common Stock outstanding after giving effect to the Restructuring Transactions on a fully diluted basis less any shares that vest under ION’s Third Amended and Restated Long-Term Incentive Plan as a result of the Restructuring Transactions and (iv) the Restructuring Transactions required by Rule 312 of the NYSE Listed Company Manual (collectively, the “Stockholder Approvals”). (i) All holders of Common Stock shall be granted the right to participate in the Rights Offering, which shall be effected pursuant to a registration statement filed under the Securities Act (together with any documents incorporated by reference therein and all exhibits thereto, the “Rights Offering Registration Statement,” and together with the Exchange Offer Registration Statement, the “Registration Statements”) and the related prospectus (the “Rights Offering Prospectus,” and together with the Exchange Offer Prospectus, the “Prospectuses”). The Rights Offering is expected to yield proceeds of at least $20 million and up to $50 million. The rights may be exercised in exchange for either New Second Lien Convertible Notes or Common Stock. The Company shall use reasonable best efforts to obtain a commitment to backstop the Rights Offering. The form of backstop commitment (the “Backstop Agreement”) may offer a backstop commitment fee in an aggregate amount no more than five (5) percent (%) of the aggregate amount of new money commitments received under the Backstop Commitment, payable in the form of either (i) Common Stock or (ii) New Second Lien Convertible Notes issued at par. The Rights Offering shall be registered with the SEC. (j) At the Closing, the Company shall issue the Series A Preferred Stock to the New Second Lien Convertible Notes Indenture Trustee on behalf of the holders of the New Second Lien Convertible Notes. (k) At the Closing, the Company shall reserve for issuance an amount of Common Stock sufficient to allow for the exercise of all of the New Second Lien Convertible Notes that are immediately exercisable at the Closing. (l) At the Closing, the Company and each Supporting Noteholder shall execute a release agreement in favor of the other (the “Release”), which release shall be substantially in the form attached hereto as Exhibit E. (m) Each of the Restructuring Documents shall be consistent in all respects with, and shall contain, the terms and conditions set forth in Section 4.1 are satisfied and the initial Advance shall have been made hereunder; (b) all terms and conditions of the Existing Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder; (c) the representations, warranties and covenants set forth herein shall otherwise become effective concurrently with the making of the initial Advance hereunder; and (d) this Agreement (other than Section 9.7) shall terminate if the Restructuring Date shall not have occurred on or prior to June 30, 1996. Each Exiting Lender's execution hereof shall be deemed to evidence only its agreement with this Section 9.17 and its consent, solely in form and substance reasonably acceptable its capacity as an Existing Lender under the Existing Credit Agreement, to the Company and amendments of the Requisite Supporting NoteholdersExisting Credit Agreement embodied herein.

Restructuring Transactions. (a) Within one (1) Business Day following the Registration Statements being declared effective by the SEC, the Company shall commence the Exchange Offer. The Exchange Offer shall remain open for twenty (20) Business Days (as such term is defined in the Exchange Act) ), subject to extension with the prior written consent of the Requisite Supporting Noteholders or as otherwise required by Applicable Law, provided, however, that ION shall have the unilateral right to extend the Exchange Offer one time for up to ten (10) Business Days. (b) The Exchange Offer shall provide each holder of Existing Second Lien Notes Claims with the right to exchange each $1,000 of its Existing Second Lien Notes for the following: (i) the Exchange Consideration; and (ii) payment of all accrued and unpaid interest on the Existing Second Lien Notes through the Closing Date in cash. (c) Each holder of Existing Second Lien Notes Claims that validly tenders or exchanges its Existing Second Lien Notes Claims in the Exchange Offer on or before the tenth (10th) Business Day (subject to extension with the prior written consent of the Requisite Supporting Noteholders or as otherwise required by Applicable Law) following the commencement of the Exchange Offer (the “Early Exchange Deadline”) shall be entitled to the Early Exchange Premium. (d) The conversion price of the New Second Lien Convertible Notes shall be a twenty-five (25) percent premium to the Deal Price but shall be no lower than $1.80 per share and no higher than $3.00 per share (the “Conversion Price”). (ed) Each holder of Existing Second Lien Notes that elects to exchange Existing Second Lien Notes in the Exchange Offer shall exchange all Existing Second Lien Notes held by it, and shall include in its letter of transmittal in connection with the Exchange Offer a certification that such holder has exchanged all Existing Second Lien Notes held by it. All Existing Second Lien Notes exchanged in connection with the Exchange Offer shall be retired at Closing. (fe) The Company shall effect the Exchange Offer (i) pursuant to a registration statement filed under the Securities Act (together with any documents incorporated by reference therein and all exhibits thereto, the “Exchange Offer Registration Statement”) and the related prospectus (the “Exchange Offer Prospectus”) and, together with the Exchange Offer Registration Statement, the letter of transmittal and all amendments and supplements thereto and any documents or information incorporated by reference therein, the “Exchange Offer Documents”) and in compliance with the applicable provisions thereof, (ii) in compliance with the applicable provisions of the Securities Act and the Exchange Act (including Rule 10b-5, Section 14(e) and Regulation 14E promulgated thereunder) and (iii) in a manner that is in form and substance reasonably acceptable to the Requisite Supporting Noteholders. (gf) Simultaneous with the commencement of the Exchange Offer, the Company agrees to seek to obtain consents (the “Consents”) from each holder of Existing Second Lien Notes for the amendment of the Existing Second Lien Notes Indenture so as to eliminate the covenants, defaults, events of defaults and other provisions set forth on Exhibit D. Holders of Existing Second Lien Notes shall be required to provide Consents as a condition to participating in the Exchange Offer. The Company shall not pay any fee or other consideration to the holders of Existing Second Lien Notes in connection with the Consents. Any executed Consents shall become effective only upon the Closing occurring. (hg) The Company shall, in accordance with Applicable Law and its Organizational Documents, cause the Special Meeting to be held for the purpose of obtaining the following stockholder approvals: (i) the Restructuring Transactions, (ii) an amendment to ION’s Restated Certificate of Incorporation to increase the number of authorized shares, (iii) an amendment to ION’s Third Amended and Restated Long-Term Incentive Plan to increase the number of shares available for issuance as incentive awards thereafter, in an amount no greater than 10% of ION’s Common Stock outstanding after giving effect to the Restructuring Transactions on a fully diluted basis less any shares that vest under ION’s Third Amended and Restated Long-Term Incentive Plan as a result of the Restructuring Transactions and (iv) the Restructuring Transactions required by Rule 312 of the NYSE Listed Company Manual (collectively, the “Stockholder Approvals”). (ih) All holders of Common Stock shall be granted the right to participate in the Rights Offering, which shall be effected pursuant to a registration statement filed under the Securities Act (together with any documents incorporated by reference therein and all exhibits thereto, the “Rights Offering Registration Statement,” and together with the Exchange Offer Registration Statement, the “Registration Statements”) and the related prospectus (the “Rights Offering Prospectus,” and together with the Exchange Offer Prospectus, the “Prospectuses”). The Rights Offering is expected to yield proceeds of at least $20 million and up to $50 million. The rights may be exercised in exchange for either New Second Lien Convertible Notes or Common Stock. The Company shall use reasonable best efforts to obtain a commitment to backstop the Rights Offering. The form of backstop commitment (the “Backstop Agreement”) may offer a backstop commitment fee in an aggregate amount no more than five (5) percent (%) of the aggregate amount of new money commitments received under the Backstop Commitment, payable in the form of either (i) Common Stock or (ii) New Second Lien Convertible Notes issued at par. The Rights Offering shall be registered with the SEC. (ji) At the Closing, the Company shall issue the Series A Preferred Stock to the New Second Lien Convertible Notes Indenture Trustee on behalf of the holders of the New Second Lien Convertible Notes. (kj) At the Closing, the Company shall reserve for issuance an amount of Common Stock sufficient to allow for the exercise of all of the New Second Lien Convertible Notes that are immediately exercisable at the Closing. (lk) At the Closing, the Company and each Supporting Noteholder shall execute a release agreement in favor of the other (the “Release”), which release shall be substantially in the form attached hereto as Exhibit E. (ml) Each of the Restructuring Documents shall be consistent in all respects with, and shall contain, the terms and conditions set forth in this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company and the Requisite Supporting Noteholders.

Restructuring Transactions. (a) Within one On or prior to the Effective Date (1or as soon as practicable thereafter), the following transactions shall occur in the following order, and the Debtors or Reorganized Debtors (as applicable) Business Day following may take all actions necessary or appropriate to effectuate such transactions: (i) After entry of the Registration Statements being declared effective Confirmation Order but prior to the Effective Date, and in anticipation of the Permian Corp. Asset Acquisition, the Backstop Parties pursuant to the Backstop Commitment Agreement shall (A) form New Permian Corp., (B) cause New Permian Corp. to conduct the Rights Offering, and (C) cause New Permian Corp. to enter into the Exchange Agreement with BBEP pursuant to which New Permian Corp. shall agree to acquire all of the New Permian LLC Equity on and subject to the occurrence of the Effective Date in consideration for conducting the Rights Offering, $775 million (less the amount of the Minimum Cash Balance), an amount of New Permian Corp. Shares necessary to satisfy distributions pursuant to Sections 4.5(c) and 4.6 with respect to Allowed Claims as of the Effective Date, and the assumption of the obligation to issue New Permian Corp. Shares with respect to, or on account of, Disputed General Unsecured Claims as to which the holder elected to receive New Permian Corp. Shares. (ii) On the Effective Date and in accordance with the provisions hereof, the Backstop Commitment Agreement and the Rights Offering, New Permian Corp. shall close the Rights Offering. Immediately thereafter, the Rights Offering and Minimum Allocation Rights Proceeds shall be released to New Permian Corp. and New Permian Corp. shall issue New Permian Corp. Shares to those Eligible Offerees that have validly exercised the Subscription Rights and to the Backstop Parties, as applicable, including in respect of the Minimum Allocation Rights and the Put Option Premium. Concurrent therewith (but not prior to), New Permian Corp. shall also issue, and on behalf of BBEP distribute, New Permian Corp. Shares pursuant to Sections 4.5(c) and 4.6, as applicable, with respect to Allowed Claims as of the Effective Date (other than any shares to be held back in respect of Disputed General Unsecured Claims in accordance with Article VII). (iii) On the Effective Date, (A) BBEP shall contribute the Legacy Contributed Assets to LegacyCo in exchange for LegacyCo Units representing all of the equity capital of LegacyCo pursuant to the LegacyCo Contribution Agreement (the “Legacy Asset Transfer”), and (B) BBEP shall contribute the Permian Assets to New Permian LLC in exchange for all of the New Permian LLC Equity pursuant to in the Permian Contribution Agreement (the “Permian Asset Transfer”). Such transfers shall be accompanied by the SECassumption by LegacyCo or New Permian LLC, as applicable, of certain liabilities and obligations as provided in the LegacyCo Contribution Agreement or Permian Contribution Agreement, as applicable, this Plan or the Confirmation Order, or as otherwise agreed between BBEP and LegacyCo or New Permian LLC, as applicable. Immediately after the Legacy Asset Transfer and the Permian Asset Transfer, BBEP shall be the sole member of LegacyCo and New Permian LLC. Each of LegacyCo and New Permian LLC shall be disregarded as an entity separate from BBEP for U.S. federal income tax purposes at all times on or before the Effective Date (including immediately after the Legacy Asset Transfer and the Permian Asset Transfer), unless, as to LegacyCo, the Company Requisite Consenting Second Lien Creditors determine (in their sole discretion) that LegacyCo elect to be treated as a corporation for U.S. federal income tax purposes (the “Corporation Election”). (iv) On the Effective Date, BBEP shall commence simultaneously (A)(i) distribute 92.5% of the LegacyCo Units received in consideration for the Legacy Asset Transfer to holders of Allowed Secured Notes Claims in satisfaction and discharge of their Claims as provided in Section 4.4(b), and (ii) transfer 7.5% of the LegacyCo Units received in consideration for the Legacy Asset Transfer to New Permian Corp. pursuant to the Exchange Offer. The Exchange Offer shall remain open for twenty Agreement (20the “LegacyCo Distribution and Transfer”), and (B) Business Days (as such term is defined in transfer to New Permian Corp. pursuant to the Exchange ActAgreement all of the New Permian LLC Equity received in consideration for the Permian Asset Transfer. Pursuant to the Exchange Agreement, and in consideration for the foregoing transfers to New Permian Corp., New Permian Corp. shall pay to BBEP $775 million (less the amount of the Minimum Cash Balance), an amount of New Permian Corp. Shares necessary to satisfy distributions pursuant to Sections 4.5(c) and 4.6 with respect to Allowed Claims as of the Effective Date, and the assumption of the obligation to issue New Permian Corp. Shares with respect to, or on account of, Disputed General Unsecured Claims as to which the holder elected to receive New Permian Corp. Shares (the “Permian Corp. Asset Acquisition”). Upon formation, and at the time of the Legacy Asset Transfer, LegacyCo shall be treated as a disregarded entity for U.S. federal income tax purposes, such that BBEP will still be regarded prior to the LegacyCo Distribution and Transfer as owning the LegacyCo Contributed Assets, unless the Requisite Consenting Second Lien Creditors effect the Corporation Election. Accordingly, for U.S. federal income tax purposes, the Debtors, LegacyCo, all holders of Allowed Secured Notes Claims and New Permian Corp. shall (absent the Corporation Election) treat the LegacyCo Distribution and Transfer as (i) a distribution and transfer of the Legacy Contributed Assets, subject to extension certain liabilities and obligations, in a taxable exchange to the holders of Allowed Secured Notes Claims and New Permian Corp., followed by (ii) the contribution of the Legacy Contributed Assets, subject to such liabilities and obligations, by the holders of Allowed Secured Notes Claims and New Permian Corp. to LegacyCo with LegacyCo being treated as a newly formed partnership for U.S. federal income tax purposes, unless otherwise required pursuant to a “final determination” to the contrary within the meaning of section 1313(a) of the Tax Code. Upon formation, and at the time of the Permian Corp. Asset Acquisition, New Permian LLC shall be treated as a disregarded entity for U.S. federal income tax purposes, such that BBEP will still be regarded prior to the Permian Corp. Asset Acquisition as owning the Permian Assets (which will be transferred to New Permian LLC pursuant to the Permian Contribution Agreement). Accordingly, for U.S. federal income tax purposes, the Debtors, New Permian LLC and New Permian Corp. shall treat the Permian Corp. Asset Acquisition as a taxable purchase of the underlying Permian Assets unless otherwise required pursuant to a “final determination” to the contrary within the meaning of section 1313(a) of the Tax Code. (v) BBEP shall use the Cash consideration received pursuant to the Exchange Agreement (together with any Cash otherwise available) to satisfy any Cash distributions and other payments to be made on the Effective Date pursuant to or in connection with the prior written consent of the Requisite Supporting Noteholders or as otherwise required by Applicable Law, provided, however, that ION shall have the unilateral right to extend the Exchange Offer one time for up to ten (10) Business DaysPlan and Confirmation Order. (b) The Exchange Offer shall provide each holder of Existing Second Lien Notes Claims On or after the Effective Date, the Reorganized Debtors may take all actions consistent with this Plan as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Restructuring Transactions under and in connection with this Plan with the right to exchange each $1,000 of its Existing Second Lien Notes for the following: (i) the Exchange Consideration; and (ii) payment of all accrued and unpaid interest on the Existing Second Lien Notes through the Closing Date in cash. (c) Each holder of Existing Second Lien Notes Claims that validly tenders or exchanges its Existing Second Lien Notes Claims in the Exchange Offer on or before the tenth (10th) Business Day (subject to extension with the prior written consent of the Requisite Supporting Noteholders or as otherwise required by Applicable Law) following the commencement of the Exchange Offer (the “Early Exchange Deadline”) shall be entitled to the Early Exchange Premium. (d) The conversion price of the New Consenting Second Lien Convertible Notes shall be $3.00 per share (the “Conversion Price”)Creditors and Requisite Commitment Parties. (e) Each holder of Existing Second Lien Notes that elects to exchange Existing Second Lien Notes in the Exchange Offer shall exchange all Existing Second Lien Notes held by it, and shall include in its letter of transmittal in connection with the Exchange Offer a certification that such holder has exchanged all Existing Second Lien Notes held by it. All Existing Second Lien Notes exchanged in connection with the Exchange Offer shall be retired at Closing. (f) The Company shall effect the Exchange Offer (i) pursuant to a registration statement filed under the Securities Act (together with any documents incorporated by reference therein and all exhibits thereto, the “Exchange Offer Registration Statement”) and the related prospectus (the “Exchange Offer Prospectus”) and, together with the Exchange Offer Registration Statement, the letter of transmittal and all amendments and supplements thereto and any documents or information incorporated by reference therein, the “Exchange Offer Documents”) and in compliance with the applicable provisions thereof, (ii) in compliance with the applicable provisions of the Securities Act and the Exchange Act (including Rule 10b-5, Section 14(e) and Regulation 14E promulgated thereunder) and (iii) in a manner that is in form and substance reasonably acceptable to the Requisite Supporting Noteholders. (g) Simultaneous with the commencement of the Exchange Offer, the Company agrees to seek to obtain consents (the “Consents”) from each holder of Existing Second Lien Notes for the amendment of the Existing Second Lien Notes Indenture so as to eliminate the covenants, defaults, events of defaults and other provisions set forth on Exhibit D. Holders of Existing Second Lien Notes shall be required to provide Consents as a condition to participating in the Exchange Offer. The Company shall not pay any fee or other consideration to the holders of Existing Second Lien Notes in connection with the Consents. Any executed Consents shall become effective only upon the Closing occurring. (h) The Company shall, in accordance with Applicable Law and its Organizational Documents, cause the Special Meeting to be held for the purpose of obtaining the following stockholder approvals: (i) the Restructuring Transactions, (ii) an amendment to ION’s Restated Certificate of Incorporation to increase the number of authorized shares, (iii) an amendment to ION’s Third Amended and Restated Long-Term Incentive Plan to increase the number of shares available for issuance as incentive awards thereafter, in an amount no greater than 10% of ION’s Common Stock outstanding after giving effect to the Restructuring Transactions on a fully diluted basis less any shares that vest under ION’s Third Amended and Restated Long-Term Incentive Plan as a result of the Restructuring Transactions and (iv) the Restructuring Transactions required by Rule 312 of the NYSE Listed Company Manual (collectively, the “Stockholder Approvals”). (i) All holders of Common Stock shall be granted the right to participate in the Rights Offering, which shall be effected pursuant to a registration statement filed under the Securities Act (together with any documents incorporated by reference therein and all exhibits thereto, the “Rights Offering Registration Statement,” and together with the Exchange Offer Registration Statement, the “Registration Statements”) and the related prospectus (the “Rights Offering Prospectus,” and together with the Exchange Offer Prospectus, the “Prospectuses”). The Rights Offering is expected to yield proceeds of at least $20 million and up to $50 million. The rights may be exercised in exchange for either New Second Lien Convertible Notes or Common Stock. The Company shall use reasonable best efforts to obtain a commitment to backstop the Rights Offering. The form of backstop commitment (the “Backstop Agreement”) may offer a backstop commitment fee in an aggregate amount no more than five (5) percent (%) of the aggregate amount of new money commitments received under the Backstop Commitment, payable in the form of either (i) Common Stock or (ii) New Second Lien Convertible Notes issued at par. The Rights Offering shall be registered with the SEC. (j) At the Closing, the Company shall issue the Series A Preferred Stock to the New Second Lien Convertible Notes Indenture Trustee on behalf of the holders of the New Second Lien Convertible Notes. (k) At the Closing, the Company shall reserve for issuance an amount of Common Stock sufficient to allow for the exercise of all of the New Second Lien Convertible Notes that are immediately exercisable at the Closing. (l) At the Closing, the Company and each Supporting Noteholder shall execute a release agreement in favor of the other (the “Release”), which release shall be substantially in the form attached hereto as Exhibit E. (m) Each of the Restructuring Documents shall be consistent in all respects with, and shall contain, the terms and conditions set forth in this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company and the Requisite Supporting Noteholders.

Restructuring Transactions. (a) Within one (1) Business Day following the Registration Statements being declared effective by the SEC, the Company shall commence the Exchange Offer. The Exchange Offer shall remain open for twenty (20) Business Days (as such term is defined in the Exchange Act) , subject to extension with the prior written consent of the Requisite Supporting Noteholders or as otherwise required by Applicable Law, provided, however, that ION shall have the unilateral right to extend the Exchange Offer one time for up to ten (10) Business Days. (b) The Exchange Offer shall provide each holder of Existing Second Lien Notes Claims with the right to exchange each $1,000 of its Existing Second Lien Notes for the following: (i) The Borrower or a holding company entity formed by the Exchange Consideration; andBackstop Parties shall have received the gross cash proceeds of a preferred equity rights offering to be made available to the Senior Noteholders in an amount sufficient to meet the requirements of clause (iv) below (the “Rights Offering”), and if received by such holding company, the holding company shall have contributed the same (less any expenses to be paid by such holding company in connection with the Restructuring) to the Borrower as cash common equity or preferred equity on the terms set forth in the Restructuring Support Agreement or otherwise reasonable acceptable to the Arranger and the Required Lenders. (ii) payment The Restructuring shall have been consummated either (i) substantially upon the Exchange Offer having been consummated (or shall be consummated substantially contemporaneously with the occurrence of the Effective Date) in accordance with the terms of the Restructuring Support Agreement, or (ii) if the Chapter 11 Cases (as defined in the Restructuring Support Agreement) shall have been commenced, then substantially upon the effective date of the Borrower’s Pre-Packaged Plan of Reorganization (as defined below) (which shall occur substantially contemporaneously with the occurrence of the Effective Date). The Borrower’s pre-packaged plan of reorganization constituting the “Plan” as defined in that certain Aquilex Holdings LLC Restructuring Support Agreement, dated as of December 20, 2011 (such restructuring support agreement, together with all accrued exhibits, schedules and unpaid interest on all related documents, in each case, as amended, supplemented or modified from time to time in accordance with the terms thereof, collectively, the “Restructuring Support Agreement”) by and among (a) the Company, (b) certain of the Company’s subsidiaries and affiliates, (c) the holders or investment advisors or managers for the account of the holders of at least two-thirds in principal amount of 11 1/8% Senior Notes due 2016 of the Company (such Notes, the “Senior Notes”, and any holder of Senior Notes, a “Senior Noteholder”), (d) certain Senior Noteholders, as Backstop Parties (as defined below), (e) the Existing Agent, (f) the holders of at least two-thirds in principal amount of the loans under the Existing Credit Agreement, (g) U.S. Bank National Association, in its capacity as administrative agent and collateral agent (in such capacity, the “Existing Second Lien Agent”) under that certain Credit Agreement, dated as of November 15, 2011 (the “Existing Second Lien Credit Agreement”), by and among the Company, as the borrower, the Existing Second Lien Notes through Agent and the Closing Date in cash. lenders party thereto (c) Each holder of the “Existing Second Lien Notes Claims that validly tenders or exchanges its Existing Second Lien Notes Claims Lenders”), (h) the holders of at least two-thirds in the Exchange Offer on or before the tenth (10th) Business Day (subject to extension with the prior written consent principal amount of the Requisite Supporting Noteholders or as otherwise required by Applicable Law) following the commencement of the Exchange Offer (the “Early Exchange Deadline”) shall be entitled to the Early Exchange Premium. (d) The conversion price of the New Second Lien Convertible Notes shall be $3.00 per share (the “Conversion Price”). (e) Each holder of Existing Second Lien Notes that elects to exchange Existing Second Lien Notes in the Exchange Offer shall exchange all Existing Second Lien Notes held by it, and shall include in its letter of transmittal in connection with the Exchange Offer a certification that such holder has exchanged all Existing Second Lien Notes held by it. All Existing Second Lien Notes exchanged in connection with the Exchange Offer shall be retired at Closing. (f) The Company shall effect the Exchange Offer (i) pursuant to a registration statement filed loans under the Securities Act (together with any documents incorporated by reference therein and all exhibits thereto, the “Exchange Offer Registration Statement”) and the related prospectus (the “Exchange Offer Prospectus”) and, together with the Exchange Offer Registration Statement, the letter of transmittal and all amendments and supplements thereto and any documents or information incorporated by reference therein, the “Exchange Offer Documents”) and in compliance with the applicable provisions thereof, (ii) in compliance with the applicable provisions of the Securities Act and the Exchange Act (including Rule 10b-5, Section 14(e) and Regulation 14E promulgated thereunder) and (iii) in a manner that is in form and substance reasonably acceptable to the Requisite Supporting Noteholders. (g) Simultaneous with the commencement of the Exchange Offer, the Company agrees to seek to obtain consents (the “Consents”) from each holder of Existing Second Lien Notes for the amendment of the Existing Second Lien Notes Indenture so as to eliminate the covenantsCredit Agreement, defaults, events of defaults and other provisions set forth on Exhibit D. Holders of Existing Second Lien Notes shall be required to provide Consents as a condition to participating in the Exchange Offer. The Company shall not pay any fee or other consideration to the holders of Existing Second Lien Notes in connection with the Consents. Any executed Consents shall become effective only upon the Closing occurring. (h) The Company shall, in accordance with Applicable Law and its Organizational Documents, cause the Special Meeting to be held for the purpose of obtaining the following stockholder approvals: (i) the Restructuring TransactionsAquilex HoldCo L.P., (ii) an amendment to ION’s Restated Certificate of Incorporation to increase the number of authorized shares, (iii) an amendment to ION’s Third Amended and Restated Long-Term Incentive Plan to increase the number of shares available for issuance as incentive awards thereafter, in an amount no greater than 10% of ION’s Common Stock outstanding after giving effect to the Restructuring Transactions on a fully diluted basis less any shares that vest under ION’s Third Amended and Restated Long-Term Incentive Plan as a result of the Restructuring Transactions and (iv) the Restructuring Transactions required by Rule 312 of the NYSE Listed Company Manual (collectively, the “Stockholder Approvals”). (i) All holders of Common Stock shall be granted the right to participate in the Rights Offering, which shall be effected pursuant to a registration statement filed under the Securities Act (together with any documents incorporated by reference therein and all exhibits thereto, the “Rights Offering Registration Statement,” and together with the Exchange Offer Registration Statement, the “Registration Statements”) and the related prospectus (the “Rights Offering Prospectus,” and together with the Exchange Offer Prospectus, the “Prospectuses”). The Rights Offering is expected to yield proceeds of at least $20 million and up to $50 million. The rights may be exercised in exchange for either New Second Lien Convertible Notes or Common Stock. The Company shall use reasonable best efforts to obtain a commitment to backstop the Rights Offering. The form of backstop commitment (the “Backstop Agreement”) may offer a backstop commitment fee in an aggregate amount no more than five (5) percent (%) of the aggregate amount of new money commitments received under the Backstop Commitment, payable in the form of either (i) Common Stock or (ii) New Second Lien Convertible Notes issued at par. The Rights Offering shall be registered with the SEC. (j) At the Closing, the Company shall issue the Series A Preferred Stock to the New Second Lien Convertible Notes Indenture Trustee on behalf of the holders of the New Second Lien Convertible Notes. (k) At the Closing, the Company shall reserve for issuance an amount of Common Stock sufficient to allow for the exercise of all of the New Second Lien Convertible Notes that are immediately exercisable at the Closing. (l) At the Closing, the Company and each Supporting Noteholder shall execute a release agreement in favor of the other (the “Release”), which release shall be substantially in the form attached hereto as Exhibit E. (m) Each of the Restructuring Documents shall be consistent in all respects with, and shall contain, the terms and conditions set forth in this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company and the Requisite Supporting Noteholders.Ontario Teachers