***AGREEMENT*****Section 1.*****Agreement Effective Date*****.**This Agreement shall become effective and binding upon eachof the Parties at 12:01 a.m., prevailing Eastern Time, on the first day immediately following thedate on which:(a) the following conditions have been satisfied: (i) the Company has executed and deliveredcounterpart signature pages of this Agreement to counsel to the Consenting 8.625% Noteholders, andto counsel to the Consenting AcqCo Noteholders; (ii) holders of (A) at least two-thirds in amountin the event of an In-Court Restructuring or (B) 100% in amount in the event of an Out-of-CourtRestructuring of outstanding 8.625% Notes Claims shall have executed and delivered to the Companycounterpart signature pages of this Agreement; and (iii) holders of (A) at least two-thirds inamount in the event of an In-Court Restructuring or (B) more than 50% in amount in the event of anOut-of-Court Restructuring of outstanding AcqCo Notes Claims shall have executed and delivered tothe Company counterpart signature pages of this Agreement; and(b) the Company has given notice to counsel to the Consenting 8.625% Noteholders, and counselto the Consenting AcqCo Noteholders in accordance with Section 8.10 hereof that the conditions in(a)(i) through (iii) have been satisfied and this Agreement is effective (the “**AgreementEffective Date**”).**Section 2.*****Plan of Reorganization*****.**The Plan of Reorganization is expressly incorporated herein andis made part of this Agreement. The general terms and conditions of the Restructuring Transactionsare set forth in the Plan of Reorganization; *provided*, *however*, that the Plan of Reorganization issupplemented by the terms and conditions of this Agreement. In the event of any inconsistenciesbetween the terms of the Plan of Reorganization and this Agreement, the Plan of Reorganizationshall govern.**Section 3.*****Commitments Regarding the Restructuring Transactions.***3.01. Agreement to Support.(a) As long as this Agreement has not been terminated in accordance with the terms hereof,each of the Plan Support Parties agrees that it shall, subject to the receipt by such Plan SupportParty of a disclosure statement and other solicitation materials in respect of the Restructuring,which disclosure statement and solicitation materials reflect in all material respects theagreement set forth in this Agreement, including the Plan of Reorganization and, in the event of anIn-Court Restructuring, such disclosure statement and other solicitation materials have beenapproved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code (collectively, the“**Solicitation Materials**”):(i) vote its Claims (inclusive of any Claim acquired pursuant to Section 3.03 hereof;*provided*, *however*, that as used herein, “Claims” shall not include any claim held by aConsenting Party in a fiduciary or similar capacity or held by any other business unit of suchConsenting Party, unless such business unit is or becomes a party to this Agreement) to accept theRestructuring by delivering its duly executed and completed ballot accepting theRestructuring on a timely basis following the commencement of the solicitation and its actualreceipt of the Solicitation Materials and ballot;
 
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(ii) not change or withdraw (or cause to be changed or withdrawn) such vote; and(iii) not, in its capacity as a Consenting Party, or in any other capacity, in any materialrespect, (A) object to, delay, impede, or take any other action to interfere with acceptance orimplementation of the Restructuring or (B) propose, file, support, or vote for any restructuring,workout, or plan of reorganization for the Company other than the Restructuring; *provided*, *however*,that, except as otherwise set forth in this Agreement, the foregoing prohibition will not limit anyPlan Support Parties’ rights under any applicable indenture, credit agreement, other loan document,and/or applicable law to appear and participate as a party in interest in any matter to beadjudicated in any case under the Bankruptcy Code concerning the Company, so long as suchappearance and the positions advocated in connection therewith are not materially inconsistent withthe Plan of Reorganization, this Agreement, or the Restructuring and does not directly andunreasonably hinder, delay, or prevent consummation of the Restructuring Transactions contemplatedby the Plan of Reorganization; *provided, further*, that any delay or other impact on consummation ofthe Restructuring Transactions contemplated by the Plan of Reorganization caused by a ConsentingParty’s opposition to (i) any relief that is inconsistent with such Restructuring Transactions,(ii) a motion by the Company to enter into a material executory contract, lease or otherarrangement outside of the ordinary course of its business without obtaining the prior consent ofthe Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, or (iii) any relief that isadverse to interests of the Consenting Holders sought by the Company (or any other party) shall notviolate this Section 3.01(iii) (each of (i) through (iii), a “**Permitted Delay**”); *provided*,*further*, that to the extent any such actions by a Consenting Party are adjudicated to beinconsistent with this Agreement, the Company may enforce the Consenting Party’s obligationshereunder, including pursuant to Section 8.13 of this Agreement; *provided*, *further*, that thedeadlines set forth in Sections 6.04(a)(iii), 6.04(f), 6.04(g) and 6.04(h), to the extent that theyhave not already expired, may be tolled by the Company, in consultation with the Consenting 8.625%Noteholders and the Consenting AcqCo Noteholders, for an appropriate amount of time to account forsuch Permitted Delay.3.02. Commitment of Company. The Company shall (a) support and complete theRestructuring Transactions on the terms set forth in the Plan of Reorganization, (b) do all thingsnecessary and appropriate in furtherance of the Restructuring Transactions embodied in the Plan ofReorganization, including, without limitation (i) in the event of an In-Court Restructuring,commencing the chapter 11 cases on or before June 30, 2011 (the “**Outside Petition Date**,”and the actual commencement date, the “**Petition Date**”), (ii) in the event of an In-CourtRestructuring, taking all steps reasonably necessary to obtain an order of the Bankruptcy Court,that is reasonably satisfactory in form and substance to the counsel for the Consenting 8.625%Noteholders and counsel to the Consenting AcqCo Noteholders, confirming the Plan of Reorganizationon or before the deadlines set forth in this Agreement, and (iii) taking all steps reasonablynecessary and desirable to cause the effective date of the Restructuring to occur on or before thedeadlines set forth in this Agreement, (c) seek promptly and obtain any and all required regulatoryand/or third-party approvals for the Restructuring Transactions embodied in the Plan ofReorganization, (d) not take any action that is inconsistent with, or is intended or is reasonably
 
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likely to interfere with consummation of, the Restructuring and the RestructuringTransactions embodied in the Plan of Reorganization, (e) operate its business in the ordinarycourse based on historic practices and the operations contemplated pursuant to the Company’sbusiness plan, taking into account the Out-of-Court Restructuring or the In-Court Restructuring, asthe case may be, (f) provide a weekly report of all amounts paid pursuant to any “first day” orderto counsel for the Ad Hoc 8.25% Noteholders and counsel for the JPMorgan Noteholders, beginning onJuly 7, 2011, and each Thursday thereafter until entry of the Confirmation Order, and (g) if amember of the Company’s management knows of a breach by the Company in any material respect of anyof the obligations, representations, warranties, or covenants of the Company set forth in thisAgreement, furnish prompt written notice (and in any event within three business days of suchactual knowledge) to counsel to the Consenting 8.625% Noteholders and counsel to the ConsentingAcqCo Noteholders.3.03. Transfer of Interests and Securities. Except as expressly provided herein, thisAgreement shall not in any way restrict the right or ability of any Consenting Party to sell, use,assign, transfer, or otherwise dispose of (“**Transfer**”) any of the Claims or Equity SecurityInterests; *provided, however*, that for the period commencing as of the date such Consenting Partyexecutes this Agreement until termination of this Agreement pursuant to the terms hereof (suchperiod, the “**Restricted Period**”), no Consenting Party shall Transfer any Claims or EquitySecurity Interests and any purported Transfer of any Claims or Equity Security Interests shall bevoid and without effect, unless (a) the transferee is a Consenting Party or (b) if the transfereeis not a Consenting Party prior to the Transfer, such transferee delivers to the Company, at orprior to the time of the proposed Transfer, an executed copy of **Exhibit A** attached heretopursuant to which such Transferee shall assume all obligations of the Consenting Party transferorhereunder in respect of the Claims or Equity Security Interests being transferred (such transferee,if any, to also be a Consenting 8.625% Noteholder, or a Consenting AcqCo Noteholder, as applicable,hereunder). This Agreement shall in no way be construed to preclude the Consenting Parties fromacquiring additional Claims or Equity Security Interests; *provided, however*, that (a) anyConsenting Party that acquires additional Claims or Equity Security Interests after executing thisAgreement shall notify the Company, counsel to the Consenting 8.625% Noteholders, and counsel tothe Consenting AcqCo Noteholders of such acquisition within three business days after the closingof such trade and (b) additional Claims and Equity Security Interests shall automatically andimmediately upon acquisition by a Consenting Party be deemed subject to all of the terms of thisAgreement whether or not notice is given to the Company, counsel to the Consenting 8.625%Noteholders, and counsel to the Consenting AcqCo Noteholders of such acquisition. This Section3.03 shall not impose any obligation on (a) the Company to issue any “cleansing letter” orotherwise publicly disclose information for the purpose of enabling a Consenting Party to Transferany Claims or Equity Security Interests or (b) the counsel to the Consenting 8.625% Noteholders,and counsel to the Consenting AcqCo Noteholders to monitor or enforce the provisions of thisSection 3.03 as they relate to the Consenting Parties.3.04. Representation of Consenting 8.625% Noteholders. Each of the Consenting 8.625%Noteholders severally and not jointly represents and warrants that, as of the date such Consenting8.625% Noteholder executes and delivers this Agreement:(a) it is the beneficial owner of the face amount of the 8.625% Notes Claims, or is thenominee, investment manager, or advisor for beneficial holders of the 8.625% Notes Claims, asreflected in such Consenting 8.625% Noteholder’s signature block to this Agreement, whichamount the Company and each Consenting 8.625% Noteholder understands and acknowledges isproprietary and confidential to such Consenting 8.625% Noteholder;
 
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(b) with respect to:(i) the 8.625% Notes held by the Ad Hoc 8.625% Noteholders and the 8.625% Notes held by theJPMorgan Noteholder which are designated as notes held in proprietary accounts in the signatureblock to this Agreement (the “**JPM Proprietary Notes**”), other than pursuant to thisAgreement, such 8.625% Notes Claims held by the Consenting 8.625% Noteholders reflected in thesignature block to this Agreement are free and clear of any pledge, lien, security interest,charge, claim, equity, option, proxy, voting restriction, right of first refusal or otherlimitation on disposition, or encumbrances of any kind (collectively, “**Encumbrances**”), thatwould adversely affect in any material way such Consenting 8.625% Noteholder’s performance of itsobligations contained in this Agreement at the time such obligations are required to be performed;(ii) the 8.625% Notes held by the JPMorgan Noteholder which are not JPM Proprietary Notes, theJPMorgan Noteholder has not taken any action to create any Encumbrances on such 8.625% Notes Claimsthat would adversely affect in any material way the JPMorgan Noteholder’s performance of itsobligations contained in this Agreement at the time such obligations are required to be performed,and the JPMorgan Noteholder has no knowledge of any such Encumbrances; and(c) (i) it is either (a) a qualified institutional buyer as defined in Rule 144A of theSecurities Act of 1933, as amended (the “**Securities Act**”) or (b) an institutionalaccredited investor (as defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act(collectively, the “**Rules**”)) and (ii) any securities acquired by the Consenting 8.625%Noteholders in connection with the transactions described herein will not have been acquired with aview to distribution.3.05. Representations of Consenting AcqCo Noteholders. Each of the Consenting AcqCoNoteholders severally and not jointly represents and warrants that, as of the date such ConsentingAcqCo Noteholder executes and delivers this Agreement:(a) it is the beneficial owner of the face amount of the AcqCo Notes Claims, or is thenominee, investment manager, or advisor for beneficial holders of the AcqCo Notes Claims, asreflected in such Consenting AcqCo Noteholder’s signature block to this Agreement, which amount theCompany and each Consenting AcqCo Noteholder understands and acknowledges is proprietary andconfidential to such Consenting AcqCo Noteholder;(b) with respect to:(i) the AcqCo Notes held by the Ad Hoc 8.625% Noteholders and the AcqCo Notes which are JPMProprietary Notes, other than pursuant to this Agreement, such AcqCo Notes Claims held by theConsenting AcqCo Noteholders reflected in the signature block to this Agreement are free and clearof any Encumbrances that would adversely affect in any material way such Consenting AcqCoNoteholder’s performance of its obligations contained in this Agreement at the time suchobligations are required to be performed;
 
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(ii) the AcqCo Notes held by the JPMorgan Noteholder which are not JPM Proprietary Notes, theJPMorgan Noteholder has not taken any action to create any Encumbrances on such AcqCo Notes Claimsthat would adversely affect in any material way the JPMorgan Noteholder’s performance of itsobligations contained in this Agreement at the time such obligations are required to be performed,and the JPMorgan Noteholder has no knowledge of any such Encumbrances; and(c) (i) it is either (a) a qualified institutional buyer as defined in Rule 144A of theSecurities Act or (b) an institutional accredited investor (as defined in the Rules) and (ii) anysecurities acquired by the Consenting AcqCo Noteholder in connection with the transactionsdescribed herein will not have been acquired with a view to distribution.**Section 4.*****Certain Additional Chapter 11 Related Matters.***In the event of an In-CourtRestructuring, the Company shall provide draft copies of all “first day” motions or applicationsand other documents the Company intends to file with the Bankruptcy Court to counsel to theConsenting 8.625% Noteholders and to counsel to the Consenting AcqCo Noteholders at least threebusiness days prior to the date when the Company intends to file such document and shall consult ingood faith with such counsel regarding the form and substance of any such proposed filing with theBankruptcy Court. The Company will use its reasonable best efforts to provide draft copies of allother pleadings the Company intends to file with the Bankruptcy Court to counsel to the Consenting8.625% Noteholders and to counsel to the Consenting AcqCo Noteholders at least two days prior tofiling such pleading and shall consult in good faith with such counsel regarding the form andsubstance of any such proposed pleading.**Section 5.*****Mutual Representations, Warranties, and Covenants*****.**Each of the Parties, severally andnot jointly, represents, warrants, and covenants to each other Party, as of the date of thisAgreement, as follows (each of which is a continuing representation, warranty, and covenant):5.01. Enforceability. It is validly existing and in good standing under the laws ofthe state of its organization, and this Agreement is a legal, valid, and binding obligation of suchParty, enforceable against it in accordance with its terms, except as enforcement may be limited byapplicable laws.5.02. No Consent or Approval. Except as expressly provided in this Agreement or theBankruptcy Code, no consent or approval is required by any other person or entity in order for itto carry out the Restructuring Transactions contemplated by, and perform the respective obligationsunder, this Agreement.5.03. Power and Authority. Except as expressly provided in this Agreement, it has allrequisite power and authority to enter into this Agreement and to carry out the RestructuringTransactions contemplated by, and perform its respective obligations under, this Agreement.5.04. Authorization. The execution and delivery of this Agreement and the performanceof its obligations hereunder have been duly authorized by all necessary action on its part.
 
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5.05. Representation by Counsel. It has been represented by counsel in connectionwith this Agreement and the transactions contemplated by this Agreement.5.06. Actions under this Agreement. It is not aware of the occurrence of any eventthat, due to any fiduciary or similar duty to any other person, would prevent it from taking anyaction required of it under this Agreement.**Section 6.*****Termination Events*****.**6.01. Consenting Party Termination Events. This Agreement may be terminated by thedelivery to the Company and, as applicable, the Consenting 8.625% Noteholders or the ConsentingAcqCo Noteholders, of a written notice in accordance with Section 8.10 hereof by (i) by (x)Consenting 8.625% Noteholders holding no less than a majority in principal amount of the 8.625%Notes Claims held at such time by the Consenting Ad Hoc 8.625% Noteholders and (y) the JPMorganNoteholders (together with the parties required by the preceding clause (x), the “**RequisiteConsenting 8.625% Noteholders**”); *provided*, *however*, that in the event either the Ad Hoc 8.625%Noteholders, in aggregate, or the JPMorgan Noteholders, in aggregate, cease to hold at least 90% inprincipal amount of the 8.625% Notes Claims reflected in their respective signature blocks to thisAgreement, the Requisite Consenting 8.625% Noteholders shall be, for all purposes, Consenting8.625% Noteholders holding no less than two-thirds in principal amount of the 8.625% Notes Claimsheld at such time by the Consenting 8.625% Noteholders, which amount must include the JPMorganNoteholders for so long as the JPMorgan Noteholders hold at least 33.3% in principal amount of theaggregate 8.625% Notes Claims or (ii) by the Consenting AcqCo Noteholders holding no less thantwo-thirds in principal amount of the AcqCo Notes Claims held at such time by the Consenting AcqCoNoteholders (the “**Requisite Consenting AcqCo Noteholders**”) (unless otherwise provided inthis Section 6.01), each in the exercise of its sole discretion, upon the occurrence andcontinuation of any of the following events (each a “**Consenting Party Termination Event**”):(a) the exit financing (including the related credit documents) obtained by the Company is notin form and substance reasonably satisfactory to counsel to the Consenting 8.625% Noteholders andto counsel to the Consenting AcqCo Noteholders; *provided*, *that*if the exit financing contains termsless favorable to the Company and its creditors than those evidenced in Exhibit D hereto,such terms must be satisfactory to counsel to the Consenting 8.625% Noteholders and to counsel tothe Consenting AcqCo Noteholders; *provided*, *further*the Company shall provide the Consenting 8.625%Noteholders and the Consenting AcqCo Noteholders with copies of the material documents relating tothe exit financing (including the related credit documents) no less than seven business days priorto the deadline for voting on any plan of reorganization (the “**Voting Deadline**”);(b) other than with respect to the covenant and agreement in Section 3.02(g) of thisAgreement, the breach in any material respect by the Company of any of the obligations,representations, warranties, or covenants of the Company set forth in this Agreement; *provided*,*however*, that the Company shall have five business days to cure any such breach after receipt ofthe notice delivered in accordance with Section 8.10 of this Agreement (the “**Cure Period**”);*provided*, *further*, that if the Voting Deadline or any hearing concerning the confirmation of anyplan of reorganization (the “**Confirmation Hearing**”) will occur during the Cure Period, thenthe Cure Period shall be shall be reduced to one business day prior to such Voting Deadline orConfirmation Hearing, as applicable;
 
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(c) failure to duly observe and perform the covenant and agreement contained in Section3.02(g) of this Agreement;(d) the issuance by any governmental authority, including any regulatory authority or court ofcompetent jurisdiction, of any ruling or order enjoining the consummation of the RestructuringTransactions in a way that cannot be reasonably remedied by the Company in a manner that isreasonably satisfactory to the Consenting Parties prior to the Voting Deadline;(e) in the event of an In-Court Restructuring, the conversion of one or more of the chapter 11cases to a case under chapter 7 of the Bankruptcy Code, unless such conversion is made with theprior written consent of counsel to the Consenting 8.625% Noteholders and counsel to the ConsentingAcqCo Noteholders;(f) in the event of an In-Court Restructuring, the appointment of a trustee, receiver, orexaminer with expanded powers in one or more of the chapter 11 cases, unless such appointment ismade with the prior written consent of counsel to the Consenting 8.625% Noteholders and counsel tothe Consenting AcqCo Noteholders;(g) in the event of an In-Court Restructuring, the amendment, modification, or filing of apleading by the Company seeking to amend or modify the Plan of Reorganization, SolicitationMaterials, or any documents related to the foregoing, including motions, notices, exhibits,appendices, and orders, in a manner not reasonably satisfactory to counsel to the Consenting 8.625%Noteholders or counsel to the Consenting AcqCo Noteholders; *provided*, *however*, that any amendmentsto the Plan of Reorganization that will affect the nature, value or form of the recovery to (a) theHolders of 8.625% Notes, shall be satisfactory to the Consenting 8.625% Noteholders, and (b) theHolders of AcqCo Notes shall be satisfactory to the Consenting AcqCo Noteholders;(h) in the event of an In-Court Restructuring, the Company files any motion or pleading withthe Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Planof Reorganization and such motion or pleading has not been withdrawn prior to the earlier of (i)three business days of the Company receiving written notice in accordance with Section 8.10 hereoffrom either counsel to the Consenting 8.625% Noteholders or counsel to the Consenting AcqCoNoteholders that such motion or pleading violates this section 6.01(h), (ii) entry of an order ofthe Bankruptcy Court approving such motion and three business days prior to the Voting Deadline; or(i) in the event of an In-Court Restructuring, the debtor-in-possession financing (includingthe related credit documents; the “**DIP Facility**”) obtained by the Company is materiallyinconsistent in substance and form with the draft agreement provided on June 26, 2011 or isotherwise amended during such In-Court Restructuring in a manner that is not reasonablysatisfactory to counsel to the Consenting 8.625% Noteholders and counsel to the Consenting AcqCoNoteholders; *provided*, *however*, that any amendments to the DIP Facility that (i) will affect thenature, value or form of the recovery to (a) the Holders of 8.625% Notes,shall be satisfactory to the Consenting 8.625% Noteholders, and (b) the Holders of AcqCo Notesshall be satisfactory to the Consenting AcqCo Noteholders.
 
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6.02. Company Termination Events. The Company may terminate this Agreement as to allParties upon prior written notice, delivered in accordance with Section 8.10 hereof, upon theoccurrence of any of the following events (each, a “**Company Termination Event**”): (a) thematerial breach by any of the Plan Support Parties of any of the representations, warranties, orcovenants of such Plan Support Parties set forth in this Agreement that would have a materialadverse impact on the Company (taken as a whole) or the consummation of the RestructuringTransactions (taken as a whole) that remains uncured for a period of three business days after thereceipt by the Plan Support Parties of written notice of such breach from the Company; (b) theboard of directors of the Company reasonably determines based upon the advice of counsel thatproceeding with the Restructuring Transactions would be inconsistent with the exercise of itsfiduciary duties; or (c) the issuance by any governmental authority, including any regulatoryauthority or court of competent jurisdiction, of any final, non-appealable ruling or orderenjoining the consummation of a material portion of the Restructuring Transactions.6.03. Mutual Termination. This Agreement, and the obligations of all Partieshereunder, may be terminated by mutual agreement among (a) the Company, (b) the RequisiteConsenting 8.625% Noteholders, and (c) the Requisite Consenting AcqCo Noteholders.6.04. Automatic Termination. This Agreement, and the obligations of all Partieshereunder, shall terminate automatically without any further required action or notice:(a) failure of the Company to (i) complete an Out-of-Court Restructuring by October 18, 2011;(ii) commence an In-Court Restructuring on or before the Outside Petition Date, or (iii) complete aRestructuring by November 3, 2011;(b) in the event of an In-Court Restructuring, the Bankruptcy Court’s interim orderauthorizing the Company to enter into the DIP Facility, in form and substance reasonablysatisfactory to counsel to the Consenting 8.625% Noteholders and to counsel to the Consenting AcqCoNoteholders (*provided*, *however*that any provision of the interim order that will affect the nature,value or form of the recovery to (a) the Holders of 8.625% Notes, shall be satisfactory to theConsenting 8.625% Noteholders, and (b) the Holders of AcqCo Notes shall be satisfactory to theConsenting AcqCo Noteholders) shall not have been entered by the Bankruptcy Court within five daysfollowing the Petition Date;(c) in the event of an In-Court Restructuring, failure of the Company to file with theBankruptcy Court a Plan of Reorganization within 5 days after the Petition Date and relateddisclosure statement within 20 days after the Petition Date, each of which shall be in form andsubstance materially consistent with the draft Plan of Reorganization attached hereto asExhibit B, with this Agreement and the Plan of Reorganization and any amendments theretoshall be in a form and substance reasonably satisfactory to the Requisite Consenting 8.625%Noteholders and the Requisite Consenting AcqCo Noteholders; *provided*, *however*that any amendmentsto the Plan of Reorganization that will affect the nature, value or form of the recovery to (a) theHolders of 8.625% Notes, shall be satisfactory to the Consenting 8.625% Noteholders, and (b) theHolders of AcqCo Notes shall be satisfactory to the Consenting AcqCo Noteholders;
 
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(d) in the event of an In-Court Restructuring, the Plan of Reorganization provides for cashpayment with respect to General Unsecured Claims that are not paid as ordinary course obligationsof the Company, including relief requested in interim and final “first day” orders (collectively,the “First Day Relief”), in an aggregate amount greater than $30 million; *provided*,*however*, that to the extent the Bankruptcy Court denies any portion of the First Day Relief, such$30 million cap shall be increased on a dollar-for-dollar basis by the amount of First Day Reliefdenied by the Bankruptcy Court;(e) in the event of an In-Court Restructuring, the Bankruptcy Court’s final order authorizingthe Company to enter into the DIP Facility, in form and substance reasonably satisfactory tocounsel to the Consenting 8.625% Noteholders and to counsel to the Consenting AcqCo Noteholders(*provided*, *however*, that any provision of the final order that will affect the nature, value orform of the recovery to (a) the Holders of 8.625% Notes, shall be satisfactory to the Consenting8.625% Noteholders, and (b) the Holders of AcqCo Notes shall be satisfactory to the ConsentingAcqCo Noteholders) shall not have been entered by the Bankruptcy Court within 45 days following thePetition Date;(f) in the event of an In-Court Restructuring, the Bankruptcy Court’s orders approving theSolicitation Materials and setting a hearing to confirm the Plan of Reorganization shall not havebeen entered by the Bankruptcy Court within 55 days following the Petition Date or as soonthereafter as the Bankruptcy Court’s schedule permits;(g) in the event of an In-Court Restructuring, the Bankruptcy Court’s order confirming thePlan of Reorganization (the “**Confirmation Order**”), which Plan of Reorganization orConfirmation Order shall be reasonably satisfactory to the counsel to the Consenting 8.625%Noteholders and to counsel to the Consenting AcqCo Noteholders; *provided*, *however*that any termsthat will affect the nature, value, or form of the recovery to (i) the Holders of 8.625% Notes,shall be satisfactory to the Consenting 8.625% Noteholders, and (ii) the Holders of AcqCo Notesshall be satisfactory to the Consenting AcqCo Noteholders, with all exhibits, appendices, plansupplement documents (including (A) the New ABL, on the terms materially consistent withExhibit C hereto and (B) the New Warrants, on the terms materially consistent withExhibit F hereto), and related documents (other than the Shareholders Agreement,Registration Rights Agreement, New Unsecured Notes (on terms materially consistent with ExhibitE hereto), and New Unsecured Notes Indenture, which shall be satisfactory in form and substanceto the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders), which shall bereasonably satisfactory to the counsel to the Consenting 8.625% Noteholders and to counsel to theConsenting AcqCo Noteholders; *provided*, *however*, that any terms that will affect the nature, valueor form of the recovery to (i) the Holders of 8.625% Notes, shall be satisfactory to the Consenting8.625% Noteholders, and (ii) the Holders of AcqCo Notes shall be satisfactory to the ConsentingAcqCo Noteholders; and the New Senior Secured Notes Indenture, which shall be reasonablysatisfactory to Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders; *provided*,*however*, if the New Senior Secured Notes Indenture evidences terms less favorable to the Companyand its creditors than those set forth in Exhibit D
 
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hereto, such terms must be satisfactoryto counsel to the Consenting8.625% Noteholders and to counsel to the Consenting AcqCo Noteholders,shall not have been entered by the Bankruptcy Court within 60 days after the date that theSolicitation Materials are approved; *provided*, *however*, that so long as the Company is proceedingin good faith towardsconfirmation of the Plan of Reorganization, upon written notice from the Company to counsel tothe Consenting 8.625% Noteholders and to counsel to the Consenting AcqCo Noteholders in accordancewith Section 8.10 hereof, there shall be a 14-day extension of such 60-day period;(h) in the event of an In-Court Restructuring, the effective date of the Plan ofReorganization shall not have occurred within 16 days after the date that the Plan ofReorganization is confirmed; *provided*, *however*, that so long as the Company is proceeding in goodfaith towards consummation of the Plan of Reorganization, upon written notice from the Company tocounsel to the Consenting 8.625% Noteholders and to counsel to the Consenting AcqCo Noteholders inaccordance with Section 8.10 hereof, there shall be a 14-day extension of such 16**-**day period;(i) failure of the Company to (i) include in the Plan of Reorganization that fees incurredunder the Expense Reimbursement Agreements shall be paid without the need to file a fee applicationor otherwise seek approval and (ii) assume the Expense Reimbursement Agreements under the Plan ofReorganization; andNotwithstanding any provision in this Agreement to the contrary, upon the written consent ofthe (i) Requisite Consenting 8.625% Noteholders and (ii) Requisite Consenting AcqCo Noteholders,the dates set forth in this Section 6 may be extended prior to or upon each such date and suchlater dates agreed to in lieu thereof and shall be of the same force and effect as the datesprovided herein. If this Agreement is terminated pursuant to this Section 6, this Agreement shallbe automatically and simultaneously terminated as to any other Party that is a signatory to thisAgreement. No Party shall terminate this Agreement if such Party is in breach of any provisionhereof.6.05. Effect of Termination. Upon termination of this Agreement under Section 6.01,6.02, 6.03, or 6.04 this Agreement shall be of no further force and effect and each Party heretoshall be released from its commitments, undertakings, and agreements under or related to thisAgreement and shall have the rights and remedies that it would have had it not entered into thisAgreement, and shall be entitled to take all actions, whether with respect to the RestructuringTransactions or otherwise, that it would have been entitled to take had it not entered into thisAgreement. Upon the occurrence of any termination of this Agreement, any and all consents tenderedby the Plan Support Parties prior to such termination shall be deemed, for all purposes, to be nulland void ab nitio and shall not be considered or otherwise used in any manner by the Parties inconnection with the Restructuring Transactions and this Agreement or otherwise.6.06. Termination Upon Effective Date of Restructuring. In the event of an In-CourtRestructuring, this Agreement shall terminate automatically without any further required action ornotice on the date that the Plan of Reorganization becomes effective (immediately following theeffectiveness of the Plan of Reorganization). In the event of an Out-of-Court Restructuring, thisAgreement shall terminate automatically without any further required action or notice on the dateof the closing of the Restructuring.
 
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**Section 7.*****Amendments*****.**This Agreement may not be modified, amended, or supplemented (except asexpressly provided herein or therein) except in writing signed by the Company, the RequisiteConsenting 8.625% Noteholders, and the Requisite Consenting AcqCo Noteholders.**Section 8.*****Miscellaneous*****.**8.01. Further Assurances. Subject to the other terms of this Agreement, the Partiesagree to execute and deliver such other instruments and perform such acts, in addition to thematters herein specified, as may be reasonably appropriate or necessary, from time to time, toeffectuate the Restructuring Transactions in a manner materially consistent with the terms setforth in the Plan of Reorganization, as applicable.8.02. Complete Agreement. This Agreement and the annexes hereto represent the entireagreement between the Parties with respect to the subject matter hereof and supersede all prioragreements, oral or written, between the Parties with respect thereto. No claim of waiver,modification, consent, or acquiescence with respect to any provision of this Agreement shall bemade against any Party, except on the basis of a written instrument executed by or on behalf ofsuch Party.8.03. Parties. This Agreement shall be binding upon, and inure to the benefit of, theParties. No rights or obligations of any Party under this Agreement may be assigned or transferredto any other person or entity except as provided in Section 3.03 hereof. Nothing in thisAgreement, express or implied, shall give to any person or entity, other than the Parties, anybenefit or any legal or equitable right, remedy, or claim under this Agreement.8.04. Headings. The headings of all sections of this Agreement are inserted solelyfor the convenience of reference and are not a part of and are not intended to govern, limit, oraid in the construction or interpretation of any term or provision hereof.8.05. GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM; WAIVER OF TRIAL BYJURY. THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THESTATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVINGEFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. Each Party hereto agrees that it shall bringany action or proceeding in respect of any claim arising out of or related to this Agreement, tothe extent possible, in either the United States District Court for the Southern District of NewYork or any New York State court sitting in New York City (the “**Chosen Courts**”), and solelyin connection with claims arising under this Agreement (a) irrevocably submits to the exclusivejurisdiction of the Chosen Courts, (b) waives any objection to laying venue in any such action orproceeding in the Chosen Courts, and (c) waives any objection that the Chosen Courts are aninconvenient forum or do not have jurisdiction over any Party hereto; *provided, however*, that inthe event of an In-Court Restructuring, the Bankruptcy Court shall be the sole Chosen Court. EachParty hereto irrevocably waives any and all right to trial by jury in any legal proceeding arisingout of or relating to this Agreement or the transactions contemplated hereby.
 
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8.06. Execution of Agreement. This Agreement may be executed and delivered (byfacsimile, electronic mail, or otherwise) in any number of counterparts, each of which, whenexecuted and delivered, shall be deemed an original, and all of which together shall constitute thesame agreement.8.07. Interpretation. This Agreement is the product of negotiations between theCompany, the Consenting 8.625% Noteholders, and the Consenting AcqCo Noteholders, and in theenforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumptionwith regard to interpretation for or against any Party by reason of that Party having drafted orcaused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to theinterpretation hereof.8.08. Successors and Assigns. This Agreement is intended to bind and inure to thebenefit of the Parties and their respective successors, assigns, heirs, executors, administrators,and representatives, other than a trustee or similar representative appointed in a bankruptcy case.8.09. Creditors’ Committee. Notwithstanding anything herein to the contrary, if anyConsenting 8.625% Noteholder or Consenting AcqCo Noteholder is appointed to and serves on anofficial committee of creditors in an In-Court Restructuring, the terms of this Agreement shall notbe construed so as to limit such Consenting 8.625% Noteholder’s or Consenting AcqCo Noteholder’sexercise (in its sole discretion) of its fiduciary duties to any person arising from its service onsuch committee, and any such exercise (in the sole discretion of such Consenting 8.625% Noteholderor Consenting AcqCo Noteholder) of such fiduciary duties shall not be deemed to constitute a breachof the terms of this Agreement; *provided*, *however*, that nothing in this Agreement shall beconstrued as requiring any Consenting 8.625% Noteholder or Consenting AcqCo Noteholder to serve onany official committee in an In-Court Restructuring.8.10. Notices. All notices hereunder shall be deemed given if in writing anddelivered, if sent by electronic mail, courier, or registered or certified mail (return receiptrequested) to the following addresses (or at such other addresses as shall be specified by likenotice):(a) if to the Company, to:Nebraska Book Company, Inc.4700 South 19th StreetLincoln, Nebraska 68501Attention: Alan Siemek, Chief Financial OfficerE-mail address: asiemek@nebook.comwith copies (which shall not constitute notice) to:Kirkland & Ellis LLP601 Lexington AvenueNew York, New York 10022Attention: Marc Kieselstein, Chad J. Husnick and Daniel R. HodgmanE-mail addresses: mkieselstein@kirkland.com, chusnick@kirkland.com, anddhodgman@kirkland.com
 
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(b) if to a Consenting 8.625% Noteholders or a transferee thereof, to the addresses set forthbelow following the Consenting 8.625% Noteholder’s signature (or as directed by any transfereethereof), as the case may bewith copies (which shall not constitute notice) to:Milbank, Tweed, Hadley & McCloy LLPOne Chase Manhattan PlazaNew York, New York 10005Attention: Matthew S. Barr and Samuel KhalilE-mail address: mbarr@milbank.com and skhalil@milbank.comandWillkie Farr & Gallagher LLP787 Seventh AvenueNew York, New York 10019Attention: Marc Abrams and Rachel C. StricklandE-mail address: mabrams@willkie.com and rstrickland@willkie.com(c) if to a Consenting AcqCo Noteholder or a transferee thereof, to the addresses set forthbelow following the Consenting AcqCo Noteholder’s signature (or as directed by any transfereethereof), as the case may bewith copies (which shall not constitute notice) to:Willkie Farr & Gallagher LLP787 Seventh AvenueNew York, New York 10019Attention: Marc Abrams and Rachel C. StricklandE-mail address: mabrams@willkie.com and rstrickland@willkie.comAny notice given by delivery, mail, or courier shall be effective when received.8.11. Access. The Company will afford the Plan Support Parties and their respectiveattorneys, consultants, accountants, and other authorized representatives reasonable access, uponreasonable notice during normal business hours, to all properties, books, contracts, commitments,records, management personnel, lenders, and advisors of the Company; *provided, however,*that theCompany’s obligation hereunder shall be conditioned upon such Plan Support Party being party to anexecuted confidentiality agreement approved by and with the Company.8.12. Waiver. Except as expressly provided in this Agreement, nothing herein isintended to, or does, in any manner waive, limit, impair, or restrict any right of any ConsentingParty or the ability of each of the Consenting Party to protect and preserve its rights, remedies,and interests, including, without limitation, its claims against or interests in the Company. Ifthe Restructuring Transactions are not consummated, or if this Agreement is terminated for anyreason (other than Section 6.06 hereof), the Parties fully reserve any and all of their rights.Pursuant to Rule 408 of the Federal Rules of Evidence and any other applicable rules ofevidence, this Agreement and all negotiations relating hereto shall not be admissible intoevidence in any proceeding other than a proceeding to enforce its terms.
 
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8.13. Specific Performance. It is understood and agreed by the Parties that moneydamages would be an insufficient remedy for any breach of this Agreement by any Party and eachnon-breaching Party shall be entitled to specific performance and injunctive or other equitablerelief as a remedy of any such breach, including, without limitation, an order of the BankruptcyCourt or other court of competent jurisdiction requiring any Party to comply promptly with any ofits obligations hereunder.8.14. Several, Not Joint, Obligations. The agreements, representations, andobligations of the Parties under this Agreement are, in all respects, several and not joint.8.15. Remedies Cumulative. All rights, powers, and remedies provided under thisAgreement or otherwise available in respect hereof at law or in equity shall be cumulative and notalternative, and the exercise of any right, power, or remedy thereof by any Party shall notpreclude the simultaneous or later exercise of any other such right, power, or remedy by suchParty.8.16. No Third-Party Beneficiaries. Unless expressly stated herein, this Agreementshall be solely for the benefit of the Parties, and no other person or entity shall be athird-party beneficiary hereof.8.17. Automatic Stay. The Parties acknowledge that the giving of notice ortermination by any Party pursuant to this Agreement shall not be violation of the automatic stay ofsection 362 of the Bankruptcy Code.**Section 9.*****Disclosure*****.**The Company shall publicly disclose (a) the existence of this Agreement andthe material terms of the Plan of Reorganization in a press release and/or filing with theBankruptcy Court in form and substance reasonably satisfactory to counsel to the Consenting 8.625%Noteholders and counsel to the Consenting AcqCo Noteholders on or before June 28, 2011 and (b) anymaterial amendment to this Agreement and the Plan of Reorganization in a filing with the BankruptcyCourt following the effective date of such amendment in form and substance reasonably satisfactoryto counsel to the Consenting 8.625% Noteholders and counsel to the Consenting AcqCo Noteholders.The Company will submit to counsel to the Consenting 8.625% Noteholders and counsel to theConsenting AcqCo Noteholders all press releases and public filings relating to this Agreement, thePlan of Reorganization, or the transactions contemplated hereby and thereby and any amendmentsthereof at least three days prior to releasing such press releases or making such public filingsand shall consult in good faith with such counsel regarding the form and substance of such pressreleases and public filings. To the extent that the Company fails to make such initial disclosurewithin two business days of June 28, 2011, or the effective date of any amendment hereto, counselto the Consenting 8.625% Noteholders, counsel to the Consenting AcqCo Noteholders, and each of theConsenting Parties shall have the right, but not the obligation, to disclose such terms publicly.The Company shall not (a) use the name of any Plan Support Party in any press release without suchPlan Support Party’s prior written
 
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consent or (b) disclose to any person other than legal andfinancial advisorsto the Company the principal amount or percentage of any 8.625% Notes Claims,AcqCo Notes Claims, or any securities of the Company or any of their respective subsidiaries held by anyConsenting 8.625% Noteholder and Consenting AcqCo Noteholder; *provided, however*, that the Companyshall be permitted to disclose at any time the aggregate principal amount of and aggregatepercentage of the 8.625% Notes Claims, or AcqCo Notes Claims held by the Consenting 8.625%Noteholders and Consenting AcqCo Noteholders; *provided further, however*, that the legal andfinancial advisors to the Company may disclose the names of holders of 8.625% Notes Claims or AcqCoNotes Claims (but not the principal amount or percentage of either the 8.625% Notes or AcqCo Notesheld by particular holders) to the extent such advisors deem necessary to satisfy the obligationsto make disclosures of connections to parties in interest in connection with being retained toadvise the Company under section 327(a) of the Bankruptcy Code; *provided further, however*that ifthe Company is required to file this Agreement, the Company shall redact any signature pages heretoor file such signature pages under seal.IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first abovewritten.***[signature pages follow]***
 
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**Signature Page to the Restructuring and Lock-Up Agreement**      **NEBRASKA BOOK COMPANY, INC.**, a Kansas corporation