The Restructuring shall be implemented through the prepackaged Chapter 11 Cases.⁵ [As of July 31, 2016, the Company and Consenting Noteholders holding in the aggregate no less than [60]%⁶ of the outstanding principal amount of Secured Notes shall have entered into the RSA (such date, the “RSA Effective Date”). Pursuant to the RSA, the Consenting Noteholders shall, among other things, direct the Indenture Trustee (as defined herein) to not exercise any such remedies on account of any Claims against the Company until the earlier of (i) the Plan Effective Date and (ii) the termination of the RSA in accordance with its terms.]

Following the RSA Effective Date, the Company will solicit votes and acceptances on the Plan, commence the Chapter 11 Cases, and pursue consummation of the Plan pursuant to the timeline set forth in the RSA. The Plan and the disclosure statement describing the Plan shall be filed contemporaneously with the commencement of the Chapter 11 Cases or as soon thereafter as is practicable, but no event later than the date set forth in the RSA. The Plan shall be in all material respects consistent with this Term Sheet.

As used herein, the “Plan Effective Date” shall mean the date of the Plan if the Chapter 11 Cases are commenced as provided in this Term Sheet.

NTD: To be discussed.

•    Credit Facility Claims: the principal amount outstanding under either that certain Amended and Restated Revolving Credit and Security Agreement (as amended, restated, or otherwise modified from time to time, the “Credit Facility Agreement,” and such credit facility, the “Credit Facility”); or the credit facility then outstanding (the “New Credit Facility”); and

•    Secured Notes Claims: approximately $325 million in principal amount (collectively, the “Secured Notes Claims”) outstanding under that certain Indenture, dated as of June 23, 2011, providing for the issuance of the Secured Notes (such indenture, as amended from time to time and with all supplements and exhibits thereto, the “Indenture”), by and between Goodman and Wells Fargo Bank, National Association, as trustee (the “Indenture Trustee”).

Administrative

Claims

Priority Tax

Claims

Other Priority

Claims

Other Secured

Claims

Credit Facility

Claims

Secured Notes

Claims

All holders of Secured Notes Claims will receive their pro rata share of the following consideration on or as soon as reasonably practicable after the Plan Effective Date:

•    Sale Proceeds Cash Paydown: approximately $70 million of the $107.5 million in sale proceeds payable pursuant to the Asset Purchase Agreement, by and between the Company and Dycom, dated June 2, 2016 (as amended from time to time), comprising (i) funds received at closing and (ii) funds paid into escrow in respect of the Company’s potential indemnification obligations pursuant to the Dycom transaction documents;

•    New Notes: approximately $125 million aggregate principal amount of new 11% senior secured notes due 2022 (the “New Notes”). The New Notes will have a first lien on substantially all of the Company’s assets and a second lien on the collateral securing the Amended Credit Facility;

•    PIK Preferred Stock: approximately $130 million aggregate principal amount of new 11% Payment-in-Kind Preferred Stock (the “New PIK Preferred Equity”). The New PIK Preferred Equity shall have terms acceptable to the Consenting Noteholders and the Company and shall, in any event, include the following terms:

•    The right to appoint two directors to the board of directors (the “Board of Directors”) of reorganized Goodman (“Reorganized Goodman”) the Board of Directors;

•    The right to have such directors sit on all committees of the Board of Directors;

•    Customary anti-dilution protections;

•    Consent rights over any equity issuances to the extent such equity is to be senior or pari passu with the New PIK Preferred Equity;

•    Tag-along and registration rights to be agreed upon by the Consenting Noteholders and the Company;

•    [Consent rights over a change of control (including the sale of all or substantially all of the Company’s assets) to the extent that New PIK Preferred Equity does not receive a par recovery;]

•    Consent rights over any proposed increase to the number of the directors on the Board of Directors;

•    Consent rights to any proposed material amendments to any organizational documents of the Company;

•    [At the Company’s sole discretion, the right to receive dividends in cash (rather than PIK) when the Company has sufficient profits, including the ability to redeem any PIK dividends previously received for cash to the extent there are sufficient profits; and

•    Right to have the New PIK Preferred Equity redeemed when there is sufficient excess cash.⁷]

•    Reorganized Equity: approximately 25% of the common stock of Reorganized Goodman on a fully diluted basis.

General

Unsecured

Claims

On the Plan Effective Date, Reorganized Goodman will have a five person Board of Directors, which will consist of:

•    Ron Hill, as Chairman;

•    Larry Haynes and Steve Elfman; and

•    Two independent directors selected by the Consenting Noteholders, which Ron Hill will have the opportunity to meet prior to the Plan Effective Date.

Management

Incentive Plan

As of the Plan Effective Date, Reorganized Goodman will implement a management incentive plan, which shall consist of no less than [•]% of the New PIK Preferred Equity (the “MIP Equity”) on terms and conditions reasonably acceptable to the Consenting Noteholders; provided, that the Consenting Noteholders shall work with the Company in good faith to negotiate a mutually-acceptable management incentive plan in advance of the Plan Effective Date, including with respect to inclusion of the Reorganized Goodman common stock as part of the MIP Equity.

Fifty percent of the MIP Equity will vest and be allocated as of the Plan Effective Date, and the remaining 50% of the MIP Equity will vest and be allocated as determined by the Board of Directors of Reorganized Goodman.

Indemnification

of Prepetition

Officers and

Directors

The Plan shall provide for tail coverage liability insurance for the Company’s directors and officers, which insurance policy will be obtained in consultation with the Consenting Noteholders.

[As of the Plan Effective Date, the Company shall provide customary indemnification rights to the existing directors, officers, and employees of the Company.]⁹

Restructuring

Fees and

Expenses

NTD: To be discussed and subject to diligence.

Conditions

Precedent to

Closing

Governing Law

and Forum

New York governing law and consent to exclusive New York jurisdiction.

Notwithstanding the preceding sentence, upon the commencement of the Chapter 11 Cases by the Company and certain of its direct and indirect subsidiaries and affiliates, the Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with the Restructuring.