Mezzanine Financing: Tools, Applications and Total Performance

Appendix 1

Overview of Term Sheets and/or Model Contracts for the Mezzanine Product Group

Contents

• Appendix 1.A Term Sheet for a Senior Secured Loan

• Appendix 1.B Term Sheet for a Subordinated Loan/Bond

• Appendix 1.C Term Sheet for Mezzanine Debt

• Appendix 1.D Warrant Purchase Agreement

• Appendix 1.E Convertible Bond Term Sheet

• Appendix 1.F Convertible Preferred Shares

• Appendix 1.G Term Sheet for Senior Secured Financing

APPENDIX 1.A TERM SHEET FOR A SENIOR SECURED LOAN

Based upon the preliminary information provided to XYZ regarding the proposed Facility, the following Summary of Terms outlines (for discussion) the key terms and conditions of a potential transaction. This Summary of Terms is not intended to be a comprehensive list of all relevant terms and conditions of the transactions contemplated herein. Further, these terms are subject to completion of due diligence, legal and other internal review and receipt of related approvals satisfactory to XYZ and any other approval procedures customary for a transaction of this nature. Final terms will be included in definitive documentation based on this Summary of Terms and executed by the applicable parties. This Summary of Terms is intended for the sole benefit of the Company identified in Appendix A and certain of its affiliates and shall not be relied upon by any other person.

Facility: A term loan that is full recourse to Borrower(s) (except as provided in Appendix A), secured by a first or junior lien, as applicable, ...