Borrower:

Molycorp, Inc. (the “Borrower”).

Joint Lead Arrangers and Joint Book Runners:

Morgan Stanley Senior Funding, Inc. (“MSSF”) and Credit Suisse Securities (USA) LLC (“CS Securities” and, together with MSSF, the “Lead Arrangers”).

Administrative Agent:

MSSF (the “Administrative Agent” and “Collateral Agent”).

Syndication Agents:

MSSF and CS Securities.

Bridge Lenders:

MSSF, Credit Suisse AG (“CS” and, together with CS Securities, “Credit Suisse” and, collectively with MSSF, the “Commitment Parties”) and a syndicate of financial institutions and institutional lenders arranged by the Lead Arrangers with the consent, not to be unreasonably withheld or delayed, of the Borrower (the “Bridge Lenders”) ; provided, that in no event shall such syndicate include persons previously identified in writing to the Lead Arrangers by the Borrower that are direct competitors of the Borrower or the Target (as defined below) (“Disqualified Institutions”).

Ranking:

The Bridge Loans will rank senior in right of payment to all subordinated indebtedness of the Borrower and will rank pari passu in right of payment to all senior debt of the Borrower.

Guarantors:

The Bridge Facility will be guaranteed on a senior basis by each of the Borrower’s existing and subsequently acquired or organized direct and indirect wholly-owned domestic subsidiaries, excluding (a) immaterial subsidiaries subject to thresholds to be agreed (the “Immaterial Subsidiaries”) and (b) any subsidiary to the extent that the burden or cost of obtaining a guarantee outweighs the benefit afforded thereby (x) solely in the case of a guarantee by a domestic subsidiary of a foreign subsidiary, as agreed between the Borrower and the Administrative Agent and (y) otherwise, as reasonably determined by the Administrative Agent in consultation with the Borrower (the “Guarantors”; the Borrower and the Guarantors, collectively, the “Loan Parties”). The guarantees will rank senior in right of payment to all subordinated indebtedness of a Guarantor and will rank pari passu in

right of payment to all other senior indebtedness of such Guarantor.

Bridge Facility:

A $635 million (the “Commitment Amount”) senior secured increasing rate bridge facility (the “Bridge Facility”); provided that the Commitment Amount shall be reduced dollar-for-dollar by the amount of gross proceeds from any Securities issued on or before the Closing Date and the Relevant ABL Facility Amount (each as defined below).

“Securities” means publicly sold or privately placed debt securities of the Borrower that provide proceeds in an aggregate amount sufficient to fund any portion of the Acquisition (as defined below) consideration or repay all or any portion of the principal and other amounts under the Bridge Loans, as applicable. Any sale or placement of Securities is referred to herein as a “Take-out Financing” and any demand therefor by the Lead Arrangers on the Borrower is referred to herein as a “Take-out Demand”.

The “Relevant ABL Facility Amount” means the amount of commitments under the Permitted ABL Facilities entered into on or prior to the Closing Date, but in no event more than $150 million. The “Permitted ABL Facilities” means one or more working capital facilities providing for commitments of up to $200 million on terms reasonably acceptable to the Lead Arrangers entered into after March 8, 2012.

Purpose and Availability:

Upon satisfaction or waiver of the conditions precedent to drawing specified in Exhibit A to this Term Sheet (the “Conditions Annex”), the full amount of the Commitment Amount will be available in a single borrowing on the Closing Date and shall be utilized (a) to finance the acquisition (the “Acquisition”) of 100% of the outstanding capital stock of Neo Material Technologies Inc. (the “Target”) pursuant to that certain arrangement agreement (the “Acquisition Agreement”) among the Borrower, a newly formed wholly-owned subsidiary of the Borrower and the Target dated as of March 8, 2012 (the entering into of that certain commitment letter among the Borrower, MSSF, CS and CS Securities dated as of March 8, 2012 and the borrowings under the Bridge Facility collectively and together with the Acquisition, the “Transactions”), (b) to pay fees and expenses in connection with the Transactions and (c) to the extent a Permitted ABL Facility is not obtained, to provide for working capital. The estimated sources and uses of the funds necessary to consummate the Transactions are set forth in Exhibit B to this Term Sheet (the “Sources and Uses Annex”). The loans made under the Bridge Facility on the date of consummation of the Acquisition (the “Closing Date”) are herein referred to as the “Initial

Bridge Loans.” Once repaid, no amount of Initial Bridge Loans may be reborrowed.

Commitment Expiration Date:

September 4, 2012.

Security:

Subject to the Certain Funds Provision (as defined in the Conditions Annex) and except as set forth below, the Bridge Facility will be secured by a valid and perfected first priority lien and security interest, subject to permitted liens and other exceptions to be agreed, in all of the following, whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”):

(a)                                  All equity interests (or other ownership interests) held by (in the case of any stock of a directly held foreign subsidiary or a domestic subsidiary which is treated as a disregarded entity for U.S. federal income tax purposes and of which substantially all of its assets consist of equity of foreign subsidiaries (a “Disregarded Domestic Subsidiary”), 65% of the voting stock and 100% of the non-voting stock; provided that the Borrower shall not take, or cause any of its subsidiaries to take, any action if a primary purpose of such action is to cause a domestic subsidiary to be treated as a Disregarded Domestic Subsidiary so that the pledge of its equity would be so limited, and intercompany debt of, the Loan Parties;

(b)                                 All present and future tangible and intangible assets of the Loan Parties including, but not limited to, machinery and equipment, inventory and other goods, accounts receivable, owned and leased real property, fixtures, deposit accounts, general intangibles, intercompany debt, license rights, intellectual property, chattel paper, insurance policies, contract rights, hedge agreements, documents, instruments, indemnification rights, tax refunds, investment property and cash, wherever located; and

(c)                                  All proceeds and products of the property and assets described in clauses (a) and (b) above.

All the above described pledges, security interests and mortgages shall be created on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent, and none of the Collateral shall be subject to any other pledges, security interests or mortgages, subject to exceptions to be agreed upon.

Notwithstanding the foregoing, (1) the Collateral will exclude (a) all immaterial fee-owned real property (with a threshold to be agreed) and all leasehold real property (with no requirement to deliver landlord lien waivers, estoppels or collateral access letters), (b) equity interests (including, for the avoidance of doubt,

the interests of the Borrower in Molycorp Metals and Alloys, Inc.) which cannot be pledged without the consent of one or more third parties pursuant to applicable law or binding contractual provisions (in each case, only to the extent such requirement is not rendered ineffective by any applicable law, including the UCC), and which consent is not obtained after the use of commercially reasonable efforts, (c) the capital stock of Immaterial Subsidiaries, (d) any property or assets the pledge of which would require governmental consent, approval, license or authorization (in each case, only to the extent such requirement is not rendered ineffective by any applicable law, including the UCC), (e) all foreign intellectual property and any “intent-to-use” trademark applications prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law, (f) any asset to the extent the burden or cost of obtaining or perfecting a security interest therein outweighs the benefit of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent and (g) other exceptions to be reasonably agreed by the Administrative Agent and the Borrower; (2) no foreign law security or pledge agreements shall be required; and (3) the following Collateral shall not be required to be perfected: (a) vehicles and any other assets subject to certificates of title, (b) commercial tort claims and (c) letter of credit rights to the extent not perfected by the filing of a Form UCC-1 financing statement.

To the extent the Borrower incurs the contemplated Permitted ABL Facility on a secured basis:

(i)  all obligations in respect of the Permitted ABL Facility (and any guarantees in respect thereof) may be secured by (A) a first priority perfected lien on all now owned or hereafter acquired inventory and accounts receivable, together with proceeds of the foregoing (collectively, the “Current Asset Collateral”) and other collateral, if any, to be agreed upon between the Lead Arrangers and the Borrower (the “Additional ABL Collateral”) and (B) a second priority (junior only to the security interests described in clause (ii) below and liens permitted under the Financing Documentation (as defined in the Conditions Annex)) perfected lien on all other now owned or hereafter acquired assets of the Borrower pledged to secure the Bridge Facility (other than the Current Asset Collateral and the Additional ABL Collateral) (collectively, the “Non-Current Asset Collateral”).

(ii)  all obligations in respect of the Bridge Facility (and any guarantees in respect thereof) will be secured by (A) a first priority perfected lien on the Non-Current Asset Collateral and (B) a

second priority (junior only to the security interests described in clause (i) above and liens permitted under the Financing Documentation) perfected lien on all Current Asset Collateral and Additional ABL Collateral.

Otherwise, all obligations in respect of the Bridge Facility (and any guarantees in respect thereof) will be secured by a first priority perfected lien in all of the Collateral.

The lien priority, relative rights and other creditors’ rights issues in respect of the Permitted ABL Facility on the one hand, and the Bridge Facility, on the other, will be set forth in an intercreditor agreement, which shall be customary for transactions of this type and acceptable to the Lead Arrangers.

Conversion to Extended Term Loans:

If any Initial Bridge Loan has not been repaid in full on or prior to the first anniversary of the Closing Date (the “Rollover Date”), whether or not a failure to issue Securities pursuant to a Take-out Demand (a “Demand Failure Event”) in accordance with terms and provisions separately agreed to by the Borrower and the Lead Arrangers has occurred, subject to payment of a conversion fee (the “Conversion Fee”) and subject to there being no bankruptcy or other insolvency event of default, the Initial Bridge Loans shall automatically be converted into term loans (each, an “Extended Term Loan” and, together with the Initial Bridge Loans, the “Loans”) maturing on the seventh anniversary of the Closing Date (the “Bridge Final Maturity Date”), subject to the Bridge Lenders’ rights to convert Initial Bridge Loans into Exchange Notes as set forth below. Any Initial Bridge Loan not converted into an Extended Term Loan on the Rollover Date shall mature on the Rollover Date.

Exchange into Exchange Notes:

Each Bridge Lender of an Initial Bridge Loan or Extended Term Loan that is (or will immediately transfer its Exchange Notes to) an Eligible Holder (as defined in Annex I) will have the option, on the Rollover Date or upon the occurrence of a Demand Failure Event, and no more than one time per calendar month occurring thereafter, to receive notes (the “Exchange Notes”) in exchange for such Initial Bridge Loans or Extended Term Loans having the terms set forth in the term sheet attached hereto as Annex I; provided that no such exchange shall be required until an aggregate principal amount of Exchange Notes of at least $75 million is required for exchange.

In connection with each such exchange, or at any time prior thereto if requested by any Bridge Lender that is a Bridge Lender as of the Closing Date (each, an “Initial Bridge Lender”), the Borrower shall (i) deliver to the Bridge Lender that is receiving

Exchange Notes, and to such other Bridge Lenders as such Initial Bridge Lender requests, an offering memorandum of the type customarily utilized in a Rule 144A offering of high yield securities covering the resale of such Exchange Notes by such Bridge Lenders, in such form and substance as reasonably acceptable to the Borrower and such Bridge Lender, and keep such offering memorandum updated in a manner as would be required pursuant to a customary Rule 144A securities purchase agreement, (ii) execute an exchange agreement containing provisions customary in Rule 144A securities purchase agreements (including indemnification provisions) and a registration rights agreement customary in Rule 144A offerings, in each case, if requested by such Initial Bridge Lender, (iii) use commercially reasonable efforts to cause to be delivered such opinions and reserve engineer’s and accountants’ comfort letters addressed to the Initial Bridge Lender and such certificates as the Initial Bridge Lender may request as would be customary in Rule 144A offerings and otherwise in form and substance reasonably satisfactory to the Initial Bridge Lender (which may require the Initial Bridge Lender to provide customary certifications to such experts) and (iv) take such other actions, and use commercially reasonable efforts to cause its advisors, auditors and counsel to take such actions, as reasonably requested by the Initial Bridge Lender in connection with issuances or resales of Exchange Notes, including providing such information regarding the business and operations of the Borrower and its subsidiaries as is reasonably requested by any prospective holder of Exchange Notes and customarily provided in due diligence investigations in connection with purchases or resales of securities.

Interest Rate:

Prior to the earlier of the Rollover Date and the occurrence of a Demand Failure Event, the Initial Bridge Loans will accrue interest at a rate per annum equal to the three-month London Interbank Offered Rate (“LIBOR”) as determined by the Administrative Agent for a corresponding U.S. dollar deposit amount (adjusted quarterly) plus an additional number of basis points (the “Spread”) as set forth below. The Spread will initially be 650 basis points. If the Initial Bridge Loans are not repaid in full within three months following the Closing Date, the Spread will increase by 50 basis points at the beginning of the subsequent three-month period and shall increase by an additional 50 basis points at the beginning of each three-month period thereafter (but, in any event, not on the Rollover Date). LIBOR will be adjusted for maximum statutory reserve requirements (if any); provided that LIBOR shall be deemed to be not less than 1.50% per annum.

Interest on the Initial Bridge Loans will be payable in arrears at the end of each three-month period and at the Rollover Date and upon the occurrence of a Demand Failure Event. Interest on the

Initial Bridge Loans shall not exceed a total cap as separately agreed (the “Total Cap”).

Extended Term Loans will accrue interest at the Total Cap.

Following the occurrence of a Demand Failure Event, the Initial Bridge Loans and Extended Term Loans will accrue interest at the Total Cap and such interest shall be payable semi-annually in arrears.

Calculation of interest shall be on the basis of actual days elapsed in a year of 360 days.

Default Interest:

Upon the occurrence and during the continuance of a bankruptcy event of default or, if so elected by the Required Lenders (as defined below), a payment default, interest will accrue on the overdue amount of any loan or other overdue amount outstanding under the Bridge Facility at a rate of 2.0% per annum plus the rate otherwise applicable to the loans under the Bridge Facility and will be payable on demand; provided that after the Rollover Date, if the conditions to conversion into Extended Term Loans are not satisfied, the Initial Bridge Loans will accrue interest at a rate of 2.0% per annum in excess of the Total Cap.

Mandatory Prepayment:

The Borrower will be required, prior to a Demand Failure Event to prepay Initial Bridge Loans, and on or after a Demand Failure Event, offer to prepay Initial Bridge Loans and Extended Term Loans, on a pro rata basis, at par plus accrued and unpaid interest, in an amount equal to (a) 100% of the net cash proceeds received from the sale or other disposition of assets of the Borrower or any of its subsidiaries after the Closing Date, other than sales of inventory in the ordinary course of business and other exceptions to be agreed and other than amounts reinvested in assets to be used in the Borrower’s business within 12 months of such disposition, (b) 100% of all net cash casualty and condemnation proceeds received by the Borrower or any of its subsidiaries, subject to reinvestment rights to be agreed, (c) 100% of the net cash proceeds received by the Borrower or any of its subsidiaries from the issuance of debt or preferred stock after the Closing Date, (other than exceptions to be agreed, including an exception for certain non-recourse project financing facilities of up to $150.0 million on terms reasonably acceptable to the Lead Arrangers (collectively, the “PF Facilities”, and together with any Permitted ABL Facility, the “Permitted Facilities”) and in an amount equal to 100% of the commitments under any Permitted ABL Facility entered into after the Closing Date, but not to exceed the Relevant ABL Facility Amount and (d) 100% of the net cash proceeds received from the issuance of equity by, or equity contributions to, the Borrower after the Closing Date.

In addition, upon the occurrence of a change of control of the Borrower (to be defined in a mutually acceptable manner), the Borrower will be required, prior to a Demand Failure Event, to prepay Initial Bridge Loans, and on or after a Demand Failure Event, offer to prepay Initial Bridge Loans and Extended Term Loans, on a pro rata basis, at a price of 101% of the principal amount thereof, plus accrued and unpaid interest, to the date of prepayment.

Optional Prepayments:

Prior to a Demand Failure Event, the Initial Bridge Loans may be prepaid, in whole or in part, at the option of the Borrower, at any time with prior notice, at par plus accrued and unpaid interest and breakage costs.

Until the fourth anniversary of the Closing Date, prepayment of Extended Term Loans and, following a Demand Failure Event, the Initial Bridge Loans will be subject to a customary “make-whole” premium calculated using a discount rate equal to the yield on comparable Treasury securities plus 50 basis points. Thereafter, Extended Term Loans will be prepayable at the option of the Borrower at a premium equal to 50% of the coupon on the Extended Term Loans, declining ratably to par on the date which is one year prior to the Bridge Final Maturity Date; provided that any such Extended Term Loans or Initial Bridge Loans held by any Commitment Party or its affiliates (other than asset management affiliates) shall be callable at any time at par plus accrued and unpaid interest.

In addition, up to 35% of the aggregate principal amount of Extended Term Loans and, following a Demand Failure Event, Initial Bridge Loans originally funded will be prepayable at the option of the Borrower prior to the third anniversary of the Closing Date with the net cash proceeds of qualified equity offerings of the Borrower at a premium equal to the coupon on Extended Term Loans.

Conditions Precedent to Funding:

Subject to the Certain Funds Provision, conditions precedent to borrowing under the Bridge Facility on the Closing Date shall consist of those set forth in the Conditions Annex.

Representations and Warranties:

Subject to the Certain Funds Provision, representations and warranties applicable to the Borrower and its subsidiaries to be limited to (in each case, subject to customary exceptions and qualifications to be agreed): corporate existence; corporate power and authority; non-contravention and enforceability of the definitive loan documentation for the Bridge Facility (the “Bridge Documentation”); no conflicts with law or contractual obligations; accuracy and completeness of financial and other information

(including pro forma financial information); no material adverse change; compliance with applicable laws and regulations, including ERISA, environmental laws and Federal Reserve regulations; accuracy and completeness of disclosure, absence of undisclosed liabilities; consents; ownership of property; no liens; absence of burdensome restrictions; intellectual property; Patriot Act, anti-money laundering, anti-corruption and anti-terrorism law compliance; subsidiaries; status as senior debt; no material litigation; inapplicability of the Investment Company Act of 1940; solvency; payment of taxes and other obligations; no default or event of default; and validity, priority and perfection of the liens on and security interest in the Collateral.

Affirmative and Negative Covenants:

Affirmative covenants applicable to the Borrower and its subsidiaries will be subject to thresholds and/or exceptions to be negotiated and reflected in the Bridge Documentation and will be limited to the following:

Delivery of certified quarterly and audited annual financial statements, reports to shareholders, notices of defaults, litigation and other material events, budgets and other information customarily supplied in a transaction of this type; quarterly information calls with the Bridge Lenders; payment of material obligations; continuation of business and maintenance of existence and material rights and privileges; compliance with all applicable laws and regulations (including, without limitation, environmental matters, taxation and ERISA); maintenance of property and insurance; maintenance of office or agency; maintenance of books and records; right of the Bridge Lenders to inspect property and books and records; further assurances (including, without limitation, with respect to security interests in after-acquired property); commercially reasonable efforts to maintain public corporate credit/family ratings of Borrower and ratings of the Bridge Facility from Moody’s Investors Services and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (but not to maintain a specific rating).

Negative covenants applicable to the Borrower and its subsidiaries will be incurrence-based covenants subject to thresholds and/or exceptions to be negotiated and reflected in the Bridge Documentation and will be limited to the following:

1.                                       limitation on mergers, consolidations and dispositions of all or substantially all assets;

2.                                       limitation on changes of business and ownership;

3.                                       limitations on dividends, stock repurchases and redemptions and payments on certain junior debt;

4.                                       limitations on indebtedness including disqualified or preferred stock (with exceptions to permit, among other things, any Permitted Facilities and the “Convertible Debentures,” as defined in the Acquisition Agreement);

5.                                       limitations on loans and investments;

6.                                       limitations on liens;

7.                                       limitations on transactions with affiliates;

8.                                       limitations on restrictions affecting subsidiaries;

9.                                       limitations on sale of assets or issuance of equity of subsidiaries;

10.                                 limitations on sale and leaseback transactions; and

11.                                 limitations on amendments of junior debt documents;

provided that, prior to the Rollover Date, the covenants limiting restricted payments and incurrence of indebtedness will be more restrictive than those typically included in high yield securities, and the covenants will include an obligation to comply with the obligation to cause the Take-out Financing to be consummated promptly following issuance of a Take-out Demand and to pay the Conversion Fee on the Rollover Date.

Financial Covenants:

None.

Events of Default:

Events of default will be subject to materiality levels, default triggers, cure periods and/or exceptions to be agreed upon and reflected in the Bridge Documentation and will be limited to the following: failure to pay principal when due or interest or other amounts within a specified grace period (to be determined) after the same becomes due; breach of representations, warranties or covenants, including failure to make a notes repurchase offer upon a change of control or asset sale; cross-default and cross-acceleration to material indebtedness; bankruptcy and insolvency events with respect to the Borrower or any material subsidiary; judgment defaults; actual or asserted (by the Borrower or any Guarantor) invalidity or impairment of Bridge Documentation, guarantees or subordination provisions (of subordinated debt); standard ERISA defaults and failure to comply with any Take-out Demand requirements.

Expenses and Indemnity:

The Borrower shall pay or reimburse all reasonable, documented, out-of-pocket costs and expenses incurred in connection with the syndication of the Bridge Facility and with the preparation, negotiation, execution and delivery of the Bridge Documentation and any security arrangements in connection therewith (but limited, in the case of attorneys fees and expenses, to the reasonable, documented fees and disbursements of one counsel to the Lead Arrangers, the Administrative Agent and the Bridge Lenders and their affiliates taken together (and, if necessary, of one local counsel in each applicable jurisdiction). The Borrower shall also pay all costs and expenses of the Administrative Agent, the Collateral Agent, the Bridge Lenders and their respective affiliates (including, without limitation, reasonable, documented fees and disbursements of counsel) incurred in connection with the execution and delivery, administration, amendment, waiver or modification (including proposed amendments, waivers or modifications) of, and enforcement of any of its rights and remedies under, the Bridge Documentation.

The Borrower will indemnify the Bridge Lenders, the Commitment Parties, the Lead Arrangers, the Administrative Agent, the Collateral Agent and their respective affiliates, and hold them harmless from and against all reasonable, documented, out-of-pocket costs, expenses (but limited, in the case of attorneys fees and expenses, to reasonable, documented, out-of-pocket legal fees and expenses of one counsel for all indemnified persons, one regulatory counsel (if reasonably required) and, if necessary, on firm of local counsel in each appropriate jurisdiction, in each case for all indemnified persons (and, in the case of an actual or perceived conflict of interest where one or more indemnified persons affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected indemnified person) and liabilities arising out of or relating to the Transactions and any actual or proposed use of the proceeds of any loans made under the Bridge Facility; provided, however, that no such person will be indemnified for costs, expenses or liabilities to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have been incurred solely from the gross negligence, bad faith or willful misconduct of or material breach by, such person or for actions between indemnified persons not involving an act or omission by the Borrower or any of its affiliates and other than any such losses, claims, costs, expenses, damages or liabilities against any indemnified person in its capacity or in fulfilling its role as an agent or arranger or similar role for the Bridge Facility.

Waivers and Amendments:

Amendments and waivers of the provisions of the Bridge Documentation shall require the approval of Bridge Lenders holding not less than a majority of the aggregate principal amount of the

loans and commitments under the Bridge Facility (the “Required Lenders”); provided that (a) the consent of each affected Bridge Lender shall be required with respect to (i) increases in the commitment of such Bridge Lender; (ii) reductions of principal, interest or fees; (iii) extensions of scheduled amortization or the final maturity date and (iv) releases of all or a substantial portion of the Collateral or the guarantees and (b) the consent of all of the Bridge Lenders shall be required with respect to modification of the voting percentages (or any of the applicable definitions related thereto).

Assignments and Participations:

Each Bridge Lender may assign all or, subject to minimum amounts to be agreed, a portion of its loans and commitments under the Bridge Facility. Assignments will require payment of an administrative fee to the Administrative Agent and, except for (x) an assignment to an existing Bridge Lender or an affiliate of an existing Bridge Lender or (y) any assignment by a Commitment Party or any of its affiliates, the consent of the Administrative Agent. In addition, each Bridge Lender may sell participations in all or a portion of its loans and commitments under the Bridge Facility; provided that no purchaser of a participation shall have the right to exercise or to cause the selling Bridge Lender to exercise voting rights in respect of the Bridge Facility (except as to certain basic issues). Notwithstanding the foregoing, in no event shall assignments be permitted to (i) any Disqualified Institution or (ii) any potential assignee that does not provide a representation that it is not a subsidiary of a Disqualified Institution; provided that the list of Disqualified Institutions shall be posted on Intralinks to all Bridge Lenders.

If an Initial Bridge Lender makes an assignment of Initial Loans at a price less than par, the assignment agreement may provide that, upon any repayment or prepayment of such Initial Bridge Loans with the proceeds of an issuance of securities of the Borrower or any of its subsidiaries in which the Initial Bridge Lender or an affiliate thereof acted as underwriter or initial purchaser (an “Applicable Offering”), (i) the Borrower shall pay the holder of such Initial Bridge Loans the price set forth in the assignment agreement as the price (which may be the price at which such Initial Bridge Lender assigned such Initial Bridge Loans but in any event may not be greater than par) at which the holder of such Initial Bridge Loans will be repaid by the Borrower with the proceeds of an Applicable Offering (the “Agreed Price”) and (ii) the Borrower shall pay such Initial Bridge Lender the difference between par and the Agreed Price. Such payments by the Borrower shall be in full satisfaction of such Initial Bridge Loans in the case of a repayment or prepayment with proceeds of an Applicable Offering. For the avoidance of doubt, the provisions of this paragraph do not apply to any repayments or prepayments other than with proceeds of an Applicable Offering.

Yield Protection, Taxes and Other Deductions:

The Bridge Documentation will contain customary provisions for facilities of this kind including, without limitation, in respect of breakage and redeployment costs, increased costs, funding losses, capital adequacy, illegality, requirements of law, including, without limitation, provisions relating to Dodd-Frank and Basel III. All payments shall be free and clear of any present or future taxes, withholdings or other deductions whatsoever (other than customarily excluded taxes). The Bridge Lenders will use commercially reasonable efforts to minimize to the extent possible any applicable taxes and Borrower will indemnify the Bridge Lenders and the Administrative Agent for such taxes paid by the Bridge Lenders and the Administrative Agent, as the case may be.

Governing Law:

The State of New York. Each party to the Bridge Documentation will waive the right to trial by jury and will consent to the exclusive jurisdiction of the state and federal courts located in The Borough of Manhattan, The City of New York.

Counsel to the Lead Arrangers and Administrative Agent:

Davis Polk & Wardwell LLP.

Issuer:

The Borrower will issue Exchange Notes under an indenture capable of being qualified under the Trust Indenture Act of 1939, as amended (the “Indenture”), which, together with any related documentation, shall be negotiated in good faith and shall contain substantially the terms and conditions set forth on this Annex I. The Indenture shall contain only those payments, mandatory offers to purchase, covenants and events of default expressly set forth or described in this Term Sheet, in each case, applicable to the Borrower and its restricted subsidiaries and with standards, qualifications, thresholds, exceptions, “baskets” and grace and cure periods to be agreed upon. The Borrower in its capacity as issuer of the Exchange Notes is referred to as the “Issuer.”

Guarantors:

Same as Bridge Loans.

Principal Amount:

The Exchange Notes will be available only in exchange for (i) the Initial Bridge Loans on the earlier of (x) the Rollover Date and (y) the occurrence of a Demand Failure Event or (ii) the Extended Term Loans at any time. The principal amount of any Exchange Note will equal 100% of the aggregate principal amount of the Initial Bridge Loans or the Extended Term Loans for which it is exchanged.

Maturity:

The Exchange Notes will mature on the Bridge Final Maturity Date.

Interest Rate:

The Exchange Notes will bear interest at a rate equal to the Total Cap and will be payable semi-annually in arrears.

Calculation of interest shall be on the basis of the actual number of days elapsed in a year of twelve 30-day months.

Default Interest:

In the event of a payment default on the Exchange Notes, interest on the Exchange Notes will accrue at a rate of 2.0% per annum in excess of the rate otherwise applicable to the Exchange Notes, and will be payable in accordance with the provisions described above under the heading “Interest Rate.”

Ranking:

Same as Initial Bridge Loans.

Mandatory Offer to Purchase:

The Issuer will be required to offer to purchase the Exchange Notes upon a change of control (to be defined in a mutually acceptable manner) at 101% of the principal amount thereof plus

accrued interest to the date of purchase. The Issuer will also be required to offer to purchase Exchange Notes with the proceeds of certain asset sales, subject to customary reinvestment rights, at 100% of the principal amount thereof plus accrued and unpaid interest to be date of purchase.

Optional Redemption:

Until the fourth anniversary of the Closing Date, the Exchange Notes will be redeemable at a customary “make-whole” premium calculated using a discount rate equal to the yield on comparable U.S. Treasury securities plus 50 basis points. Thereafter, the Exchange Notes will be redeemable at the option of the Issuer at a premium equal to 50% of the coupon on the Exchange Notes, declining ratably to par on the date which is one year prior to the Bridge Final Maturity Date; provided that any Exchange Notes held by any Commitment Party or its affiliates (other than an asset management affiliate of a Commitment Party purchasing debt securities in the ordinary course of their business as part of a regular distribution of such debt securities) shall be callable at any time at par plus accrued and unpaid interest (for as long as such Exchange Notes are so held).

In addition, up to 35% of the aggregate principal amount of Exchange Notes issued will be redeemable at the option of the Issuer prior to the third anniversary of the Closing Date with the net cash proceeds of qualified equity offerings of the Issuer at a premium equal to the coupon on the Exchange Notes.

Registration Rights:

The Issuer shall use commercially reasonable efforts to file, within 90 days after the first issuance of Exchange Notes (the date of such issuance, the “Issue Date”), and will use commercially reasonable efforts to cause to become effective, as soon thereafter as reasonably practicable, a shelf registration statement with respect to the Exchange Notes (such registration statement, a “Shelf Registration Statement”), which Shelf Registration Statement shall contain all financial statements required under the Securities Act of 1933, as amended (the “Securities Act”). If a Shelf Registration Statement is filed, the Issuer will keep such Shelf Registration Statement effective and available (subject to customary exceptions) until it is no longer needed to permit unrestricted resales of the Exchange Notes; provided that in no event shall the Issuer be required to keep such Shelf Registration Statement effective and available for more than one year after the last date on which Exchange Notes are issued. The Issuer shall cause the Shelf Registration Statement to be declared effective by the date (the “Effectiveness Date”) that is 180 days from the Issue Date. Any failure on the part of the Issuer to cause the Shelf Registration Statement to be declared effective in accordance with the preceding sentence is referred to as a “Bridge Registration Default”.

In the event of a Bridge Registration Default with respect to any Exchange Note, the Issuer shall pay liquidated damages to each holder of Exchange Notes with respect to the first 90-day period immediately following the occurrence of the first Bridge Registration Default in an amount equal to 0.25% per annum on the principal amount of Exchange Notes held by such holder. The amount of the liquidated damages will increase by an additional 0.50% per annum on the principal amount of Exchange Notes with respect to each subsequent 90-day period until all Bridge Registration Defaults have been cured, up to a maximum amount of liquidated damages for all Bridge Registration Defaults of 1.00% per annum.

In lieu of a Shelf Registration Statement (unless counsel to the Bridge Lenders conclude that the holders of the Exchange Notes may not participate in such offer and receive freely tradeable securities), the Issuer at its option may file a registration statement with respect to notes having terms identical to the Exchange Notes (the “Substitute Notes”) to effect a registered exchange offer (the “Exchange Registration Statement”) in which the Issuer offers to holders of Exchange Notes registered Substitute Notes in exchange for the Exchange Notes. In such case, if the Exchange Registration Statement has not been declared effective and an exchange offer for the Exchange Notes pursuant to the Exchange Registration Statement has not been consummated by the Effectiveness Date, the Issuer will pay liquidated damages in the form of increased interest for the same periods and at the same rates as described in the previous paragraph.

Right to Transfer Exchange Notes:

Each holder of Exchange Notes shall have the right to transfer its Exchange Notes in whole or in part, at any time to an Eligible Holder and, after the Exchange Notes are registered pursuant to the provisions described under “Registration Rights,” to any person or entity; provided that if the Issuer or any of its affiliates holds Exchange Notes, such Exchange Notes shall be disregarded in any voting. “Eligible Holder” will mean (a) an institutional “accredited investor” within the meaning of Rule 501 under the Securities Act, (b) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, (c) a person acquiring the Exchange Notes pursuant to an offer and sale occurring outside of the United States within the meaning of Regulation S under the Securities Act or (d) a person acquiring the Exchange Notes in a transaction that is, in the opinion of counsel acceptable to the Issuer, exempt from the registration requirements of the Securities Act; provided that in each case such Eligible Holder represents that it is acquiring the Exchange Notes for its own account and that it is not acquiring such Exchange Notes with a view to, or for offer or sale in connection with, any distribution thereof that would be in violation of the securities laws of the United States or any state thereof.

Covenants:

Those typical for an indenture governing a high yield note issue of a similarly situated issuer.

Events of Default:

Those typical for an indenture governing a high yield note issue of a similarly situated issuer.

Governing Law:

The State of New York. Each party to the Bridge Documentation will waive the right to trial by jury and will consent to the exclusive jurisdiction of the state and federal courts located in The Borough of Manhattan, The City of New York.

Sources of Funds

Combined Company Balance Sheet Cash Used

$

586

Notes / Bridge Loans / Liquidity Facility (as needed)

$

635

Equity Consideration(2)

$

414

Total Sources

$

1,635

Uses of Funds

Acquisition Consideration

$

1,537

Repayment/Retirement of Existing Debt

$

26

Transaction Costs(3)

$

72

Total Uses

$

1,635