Exhibit
        10.1

       

      FORBEARANCE
        AGREEMENT

       

      This
        Forbearance Agreement (the “Agreement”) is made as of January 16, 2008,
        by and among Tekni-Plex, Inc. (the “Company”), each of the Company’s
        subsidiaries identified on the signature pages hereof (the
“Subsidiaries”), the Holders of the Company’s 12 3/4% Senior Subordinated
        Notes due 2010 (the “Notes”) that were issued pursuant to that certain
        Indenture, dated as of June 21, 2000 (as supplemented on May 6, 2002, August
        22,
        2002, and April 25, 2005, the “Indenture”), that are signatories hereto
        (each a “Noteholder,” and collectively, the “Noteholders,” and
        together with the Company, the “Parties”) and U.S. Bank, National
        Association, as successor indenture trustee (the “Indenture Trustee”)
        under the Indenture.

       

      RECITALS

       

      WHEREAS,
        the Noteholders collectively hold not less than $286,650,000 in aggregate
        principal amount of the Notes, representing not less than 91% of the aggregate
        principal amount of the Notes that are outstanding, and not less than
        $184,250,000 in aggregate principal amount of the Second Lien Notes (as defined
        below), representing not less than 67% of the aggregate principal amount
        of the
        Second Lien Notes that are outstanding;

       

      WHEREAS,
        each of the Noteholders is represented by Paul, Weiss, Rifkind, Wharton &
Garrison LLP (collectively, the “Noteholder Group”);

       

      WHEREAS,
        as of the date hereof, Company has failed to make the scheduled interest
        payment
        due under the Notes and the Indenture on December 17,

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2007,
        which is a Default and if not cured within thirty days thereafter will become
        an
        Event of Default (collectively, the “Interest Default”);

       

      WHEREAS,
        at the Company’s request, the Noteholders have agreed to forbear from
        exercising, and to instruct the Indenture Trustee not to exercise, those
        of the
        rights and remedies available under the Indenture and/or applicable law that
        have arisen or may hereafter arise, due to the occurrence and continuance
        of the
        Interest Default on the terms and conditions set forth herein; and

       

      WHEREAS,
        capitalized terms used and not defined herein shall have the meanings ascribed
        to them in the Indenture.

       

      NOW
        THEREFORE, in consideration of the premises and the respective covenants
        and
        agreements set forth in this Agreement, the Parties, each intending to be
        legally bound, agree as follows:

       

      1.           
        Forbearance.

       

      (a)           Effective
        as of the Forbearance Effective Date (as defined below), the Noteholders
        agree
        that, until the expiration of the Forbearance Period (as defined below),
        they
        (both individually and collectively) will forbear from exercising, and shall
        direct the Indenture Trustee and any broker or other Person that holds the
        Securities on behalf of such Noteholders, and by signature hereto so direct
        the
        Indenture Trustee pursuant to Section 6.05 of the Indenture and such brokers
        or
        other Persons, not to exercise, any rights and remedies against the Company
        or
        the Subsidiaries that are available under the Indenture and/or applicable
        law
        solely with respect to the Interest

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Default
        (excluding, however, any right to default interest on the Notes (including
        on
        all unpaid interest on the Notes) to the extent provided under the Indenture,
        during the Forbearance Period); provided, however, that nothing
        herein shall restrict, impair or otherwise affect the exercise of the
        Noteholders’ rights under this Agreement, and providedfurther that
        no such forbearance shall constitute a waiver with respect to the Interest
        Defaults or any other Events of Default under the Indenture.

       

      (b)           With
        respect to the Noteholders’ holdings of Second Lien Notes, effective as of the
        Forbearance Effective Date, the Noteholders agree that, until the expiration
        of
        the Forbearance Period (as defined below), they will (individually and
        collectively) forbear from exercising, and shall direct the indenture trustee
        for the Second Lien Notes (the “Second Lien Indenture Trustee”) and any
        broker or other Person that holds the Securities (as defined in the Second
        Lien
        Indenture (as defined below)) on behalf of such Noteholders, and by signature
        hereto so direct the Second Lien Indenture Trustee pursuant to Section 6.05
        of
        the Second Lien Indenture and such brokers or other Persons, not to exercise,
        any rights and remedies against the Company or the Subsidiaries that may
        become
        available under the Second Lien Indenture and/or applicable law solely with
        respect to an Event of Default that may at some point come to exist under
        Section 6.01(6) of the Second Lien Indenture in the event that the Notes
        are
        accelerated by the requisite Holders of the Notes or the Indenture Trustee
        as a
        result of the Interest Default.

       

      (c)           As
        used herein, the term “Forbearance Period” shall mean the period
        beginning on the date hereof and ending upon the occurrence of a Termination
        Event.  As used herein, “Termination Event” shall mean the
        earlier to occur of (i) February 14, 2008; (ii) one Business Day after
        termination of the “Waiver Period” under

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Waiver
        No.
        4 to the Company’s June 10, 2005 credit agreement (the “Credit Agreement”) and
        (iii) four Business Days after the delivery by Paul, Weiss, as counsel to
        the
        Noteholder Group, to the Company and the Indenture Trustee of a written notice
        terminating the Forbearance Period (the “Termination Notice”), which
        notice may be delivered at any time but only upon or after the occurrence
        of any
        Forbearance Default (as defined below); provided, however, that
        notwithstanding the foregoing, this Agreement shall immediately terminate
        upon
        the occurrence of a Forbearance Default under subsection (H) below, without
        the
        need for delivery of the Termination Notice or any other notice.  As
        used herein, the term “Forbearance Default” shall mean: (A) the valid
        acceleration of obligations arising under (i) the 8 3/4% Senior Secured Notes
        due 2013 (the “Second Lien Notes”) issued pursuant to that certain
        indenture dated as of November 21, 2003 (the “Second Lien Indenture”);
        (ii) the 10 7/8 %  Senior Secured Notes due 2012 (the “First Lien
        Notes”) issued pursuant to that certain indenture dated as of June 10, 2005
        (the “First Lien Indenture”); or (iii) the Credit Agreement dated as of
        June 10, 2005, between the Company, as borrower, Citicorp USA, Inc. as
        administrative agent, General Electric Capital Corporation as syndication
        agent,
        and the lenders and issuers party thereto (the “Credit Agreement”); (B)
        the Company’s payment of or entry into an agreement to pay the fees or expenses
        of any ad-hoc group of holders of First Lien Notes or Second Lien Notes (other
        than the Noteholder Group); (C) the Company’s failure to prepare and deliver, on
        or prior to January 31, 2008, to Houlihan, Lokey, Howard & Zukin Capital,
        Inc. (“Houlihan Lokey”) and Paul, Weiss, Rifkind, Wharton & Garrison
        LLP (“Paul, Weiss”, together with Houlihan Lokey, the “Advisors”)
        a business plan for the Company, together with supporting financial projections
        and other

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      information
        in support thereof (collectively, the “Business Plan”); (D) the failure
        of the Company, after four business days’ written notice from Paul, Weiss, as
        counsel to the Noteholder Group alleging such a failure, to engage in good
        faith
        negotiations with the Noteholder Group regarding (i) a potential restructuring
        transaction  or (ii) a fee letter under which the Company agrees to
        pay the reasonable fees and expenses of Houlihan Lokey, financial advisor
        to the
        Noteholder Group, which determination shall be made by the holders of a majority
        in principal amount of the Notes in good faith and their reasonable discretion;
        (E) the occurrence of any Event of Default other than the Interest Default;
        (F) the failure of the Company to comply with any material term, condition,
        covenant or agreement set forth in this Agreement; (G) the failure of any
        representation or warranty made by the Company under this Agreement to be
        true
        and correct in all material respects as of the date when made; (H) the
        commencement by or against the Company or any Subsidiary that is a Significant
        Subsidiary as defined in the Indenture of a case under title 11 of the
        United States Code; (I) the Company engages in any material asset sales (other
        than the disposition of inventory), material sale-leaseback, or material
        financing transaction (including an increase in commitment under the Credit
        Agreement) without the consent of a majority in principal amount of the Notes
        held by the Noteholder Group or (J) the Company pays any management, sponsor
        or
        consulting fees to its preferred stockholders or their affiliates.

       

      (d)           Upon
        the occurrence of a Termination Event, the agreement of the Noteholders
        hereunder to forbear, and to direct the Indenture Trustee and any broker
        or
        other Person that holds the Securities on behalf of such Noteholders, to
        forbear, from exercising rights and remedies in respect of the Interest Default,
        shall immediately

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      terminate
        without the requirement of any demand, presentment, protest, or notice of
        any
        kind (other than, where required, a Termination Notice), all of which the
        Company and the Subsidiaries hereby waive.  The Company and the
        Subsidiaries agree that, upon the occurrence of, and at any time after, the
        occurrence of a Termination Event, the Noteholders or the Indenture Trustee,
        as
        applicable, may proceed, subject to the terms of the Indenture and/or applicable
        law, to exercise any or all rights and remedies under the Indenture and/or
        applicable law, including, without limitation, the rights and remedies on
        account of the Interest Default and any other Events of Default that may
        then
        exist.  Without limiting the generality of the foregoing, upon the
        occurrence of a Termination Event, if any Event of Default (including the
        Interest Default) exists at such time, the Noteholders or the Indenture Trustee,
        as applicable, may, upon such notice or demand as is specified by the Indenture
        or applicable law, and subject to the terms of the Indenture and/or applicable
        law, (x) collect and/or commence any legal or other action to collect any
        or all
        of the Company’s or the Subsidiaries’ obligations under the Indenture or the
        Subsidiary Guarantees; and (y) take any other enforcement action or otherwise
        exercise any or all rights and remedies provided to them under the Indenture
        and/or applicable law, all of which rights and remedies are fully
        reserved.

       

      (e)           The
        Company and the Subsidiaries acknowledge that the Noteholders have made no
        assurances whatsoever concerning any possibility of any extension of the
        Forbearance Period, any other forbearance or similar arrangement or any other
        limitations on the exercise of their rights, remedies and privileges under
        or
        otherwise in connection with the Indenture and/or applicable law.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (f)           The
        Company and the Subsidiaries acknowledge and agree that any forbearance,
        waiver
        or consent that the Noteholders may make on or after the date hereof has
        been
        made by the Noteholders in reliance upon, and in consideration for, the
        covenants, agreements, representations and warranties of the Company and
        the
        Subsidiaries hereunder.

       

      2.           
        Effectiveness.  This Agreement shall become effective on the
        first date (the “Forbearance Effective Date”) on which each of the
        following conditions is satisfied and evidence of its satisfaction has been
        delivered to counsel to the Noteholder Group:

       

      (a)           execution
        and delivery of counterparts of this Agreement by the Noteholders, the Company
        and the Subsidiaries;

       

      (b)           execution
        and delivery of Paul, Weiss’s engagement letter by the Company, and payment to
        Paul, Weiss of the retainer described therein; and

       

      (c)           payment
        of $300,000 to Houlihan Lokey for fees and expenses through February 14,
        2008.

       

      This
        Agreement shall be effective as to the Noteholders, the Company and the
        Subsidiaries in accordance with Section 2 hereof
        regardless of whether the Indenture Trustee executes this
        Agreement.  This Agreement shall be effective as to the Indenture
        Trustee upon the Indenture Trustee becoming a signatory hereto.

       

      3.        
           Representations, Warranties and Covenants.

       

      (a)           The
        Company and the Subsidiaries represent, warrant and covenant as
        follows:

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (i)           Except
        for the Interest Default, no other Default or Event of Default has occurred
        and
        is continuing.

       

      (ii)           The
        execution, delivery and performance by the Company and the Subsidiaries of
        this
        Agreement:

       

      (1)           are
        within their corporate or limited partnership powers, as
        applicable;

       

      (2)           have
        been duly authorized by all necessary corporate or limited partnership action,
        as applicable, including the consent of the holders of its equity interests
        where required;

       

      (3)           do
        not and will not (A) contravene their certificate of incorporation or by-laws
        or
        limited partnership or other constituent documents, (B) violate any (i)
        applicable material requirement of law or (ii) material order or decree of
        any
        governmental authority or arbitrator applicable to them, (C) materially conflict
        with or result in the breach of, or constitute a default under, or result
        in or
        permit the termination or acceleration of, any material contractual obligation
        of the Company or the Subsidiaries, or (D) result in the creation or imposition
        of any material lien or encumbrance upon any of the material property of
        the
        Company or the Subsidiaries; and

       

      (4)           do
        not and will not require the consent of, authorization by, approval of any
        governmental authority, other than those which prior to the Forbearance
        Effective Date will have been obtained or made and copies of which prior
        to the
        Forbearance Effective Date will have been delivered to counsel to the Noteholder
        Group and each of which on the Forbearance Effective Date will be in full
        force
        and effect or as would not be material.

       

      (b)           The
        Noteholders represent as follows:

       

      (i)           As
        of the date hereof, based on the representations of each of the individual
        Noteholders, the Noteholders, in the aggregate, hold, with all rights, including
        without limitation the right to vote, not less than $286,650,000 in principal
        amount of the Notes, representing not less than 91% of the aggregate principal
        amount of the Notes outstanding.

       

      (ii)           As
        of the date hereof, based on the representations of each of the individual
        Noteholders, the Noteholders, in the aggregate, hold, with all rights, including
        without limitation the right to vote, not less than $184,250,000 in principal
        amount of the Second Lien Notes,

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      representing
        not less than 67% of the aggregate principal amount of the Second Lien Notes
        outstanding.

       

      4.       
            Ratification of Liability.  The Company
        and its Subsidiaries hereby ratify and reaffirm all of their payment and
        performance obligations and obligations to indemnify, contingent or otherwise,
        under the Indenture.

       

      5.     
              Meetings/Access.  The
        Company agrees, commencing on the Forbearance Effective Date, to provide
        the
        Advisors reasonable access to its employees, officers, facilities, and books
        and
        records and otherwise reasonably cooperate in connection with the Advisors’ due
        diligence investigation (it being understood that, prior to the delivery
        of the
        Business Plan, the Company’s primary focus shall be on the preparation
        thereof).  The Company further agrees to make its officers and
        advisors available at reasonable times and places to discuss the Business
        Plan
        and the Company’s business and operations with the Advisors (who may be
        accompanied by any Noteholders who have entered into an acceptable
        confidentiality arrangement).

       

      6.        
           Complete Integration; Amendments.  This
        Agreement constitutes the full and final agreement between the Parties with
        respect to the subject matter hereof, and it may not be modified or amended
        except by a written instrument, signed by each of the Parties, expressing
        such
        amendment or modification.  The Parties warrant, promise and represent
        that in executing this Agreement, each Party is not relying upon any oral
        representation, promise or statement made by any other Party hereto and that
        each Party is not relying upon any promise, statement or representation
        contained in any other written instrument.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      7.      
             No Other Amendments; Reservation of Rights, No
        Waiver.  Other than as otherwise expressly provided herein, this
        Agreement shall not be deemed to operate as an amendment or waiver of, or
        to
        prejudice, any right, power, privilege or remedy of the Noteholders or the
        Indenture Trustee, as applicable, under the Indenture or applicable law,
        nor
        shall the entering into this Agreement preclude the Noteholders from refusing
        to
        enter into any further amendments or forbearances with respect to the
        Indenture.  Other than as expressly provided herein, this Agreement
        shall not constitute a forbearance with respect to (i) any failure by the
        Company to comply with any covenant or other provision in the Indenture or
        (ii)
        the occurrence or continuance of any present or future Event of
        Default.

       

      8.    
               Counterparts/Facsimile
        Transmission.  This Agreement may be signed in counterparts, each
        of which, when taken together, shall be deemed an original.  Execution
        of this Agreement is effective if a signature is delivered by facsimile
        transmission or electronic (e.g., “pdf”) transmission.

       

      9.     
              Successors and
        Assigns.  This Agreement shall be binding upon and inure to the
        benefit of the Parties hereto and each of their respective successors, assigns,
        heirs and personal representatives.

       

      10.          
        Authority.  Any person signing this Agreement in a
        representative capacity (i) represents and warrants that he/she is
        authorized to sign this Agreement on behalf of the Party he/she represents
        and
        that his/her signature upon this Agreement will bind the represented Party
        to
        the terms of this Agreement, and (ii) acknowledges that the other Party to
        this Agreement has relied upon such representation and warranty.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      11.          
        Governing Law.  This Agreement shall be governed by and
        construed in accordance with the laws of the State of New York, without regard
        to its choice of law provisions.

       

      12.          
        Remedies.  All Parties hereto agree that irreparable damage
        would result from any Party’s breach of this Agreement, and further agree that a
        non-breaching Party would have no adequate remedy at law to redress such
        breach.  Therefore, the Parties hereto agree that, in the event of a
        breach of this Agreement, specific performance and/or injunctive relief is
        appropriate to remedy such breach.  Notwithstanding the foregoing,
        nothing contained in this Section 12 shall be
        deemed a waiver by any non-breaching Party hereto of any other remedies
        available at law to redress any other Party’s breach of this
        Agreement.  Each of the rights and powers provided pursuant to this
        Agreement shall be cumulative and in addition to and not in derogation of
        the
        rights and powers otherwise available under applicable law to the
        Parties.

       

      13.          
        Direction to Indenture Trustee.  The Noteholders’ agreement to
        forbear as provided herein shall constitute a direction from such Noteholders
        to
        the Indenture Trustee to similarly forbear during the Forbearance
        Period.

       

      14.          
        Acquisition of Additional Notes.  This Agreement shall in no
        way be construed to preclude any Noteholder from acquiring additional Notes
        or
        Second Lien Notes to the extent permitted by applicable law.  However,
        the Noteholder shall, automatically and without further action, remain subject
        to this Agreement with respect to any Notes and Second Lien Notes so
        acquired.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      15.          
        Limitation on and Notice of Transfers of Notes.  Each of the
        undersigned Noteholders hereby agrees not to sell, assign, pledge, hypothecate
        or otherwise transfer, during the Forbearance Period, any Notes or Second
        Lien
        Notes (or any rights in respect thereof, including the right to vote) held
        by
        such Noteholder as of the execution date of this Agreement except to a party
        who
        (i) is already a signatory Noteholder under this Agreement or (ii)
        contemporaneously with any such sale, assignment, pledge, hypothecation,
        or
        transfer, agrees to be fully bound as a signatory Noteholder hereunder by
        executing and delivering to the Company a joinder to this
        Agreement.  Any Noteholder that takes any action in violation of the
        preceding sentence shall notify the Company within one Business Day
        thereafter.  Each of the undersigned Noteholders hereby agrees to
        provide Paul, Weiss with written notice, within two business days, of any
        sale,
        assignment, pledge, hypothecation or other transfer, during the Forbearance
        Period, of any Notes or Second Lien Notes (or any rights in respect thereof,
        including the right to vote) held by such Noteholder as of the execution
        date of
        this Agreement.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS
        WHEREOF, each of the Parties hereto has caused this Agreement to be duly
        executed and delivered as of the date first above written.

       

      
        
          	 	
                  TEKNI-PLEX,
                    INC.

                


        

         

      

      
        	 	
                By: 
                  

              	
                 /s/
                  James E. Condon

              	 


      

      
        	 	
                Name: 
                  

              	
                James
                  E. Condon

              
	 	
                Title:

              	
                
                  Chief
                    Financial Officer

                

              


      

      


       

      
        	 	
                SUBSIDIARIES

                 

                PURETEC
                  CORPORATION

                NATVAR
                  HOLDINGS, INC.

                TRI-SEAL
                  HOLDINGS, INC.

                PLASTIC
                  SPECIALTIES AND TECHNOLOGIES, INC.

                BURLINGTON
                  RESINS, INC.

                PLASTIC
                  SPECIALTIES AND TECHNOLOGIESINVESTMENTS, INC.

                DISTRIBUTORS
                  RECYCLING, INC.

                TPI
                  ACQUISITION SUBSIDIARY, INC.

                
                  TP/ELM
                    ACQUISITION SUBSIDIARY, INC.,

                  collectively,
                    as Guarantors

                

              


      

      
         

        
          	 	
                  By: 
                    

                	
                   /s/
                    James E. Condon

                	 


        

        
          	 	
                  Name: 
                    

                	
                  James
                    E. Condon

                
	 	
                  Title:

                	
                  Chief
                    Financial Officer

                


        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      THE
        NOTEHOLDERS

      
         

        
          
            	 	
                    
                      AVENUE
                        INVESTMENTS, L.P.

                    

                  


          

        

      

      
        
           

          
            	 	
                    By:

                  	
                    Avenue
                      Partners, LLC,

                    its
                      General Partner

                  	 
	 	 	 	 
	 	
                    By: 
                      

                  	
                     /s/
                      Sonia Gardner

                  	 


          

          
            	 	
                    Name: 
                      

                  	
                    Sonia
                      Gardner

                  
	 	
                    Title:

                  	
                    Member

                  


          

           

        

      

      
        
          
            
              	 	
                      
                        AVENUE-CDP
                          GLOBAL OPPORTUNITIES FUND,
                          L.P.

                      

                    


            

          

        

        
          
             

            
              	 	
                      By:

                    	
                      
                        Avenue
                          Global Opportunities Fund
                          GenPar, LLC,

                        its
                          General
                          Partner

                      

                    	 
	 	 	 	 
	 	
                      By: 
                        

                    	
                       /s/
                        Sonia Gardner

                    	 


            

            
              	 	
                      Name: 
                        

                    	
                      Sonia
                        Gardner

                    
	 	
                      Title:

                    	
                      Member

                    


            

             

          

        

      

      
        
          
            
              	 	
                      
                        
                          AVENUE
                            INTERNATIONAL MASTER,
                            L.P.

                        

                      

                    


            

          

        

        
          
             

            
              	 	
                      By:

                    	
                      
                        
                          Avenue
International
                            Master
                            GenPar, Ltd.,

                          its
                            General
                            Partner

                        

                      

                    	 
	 	 	 	 
	 	
                      By: 
                        

                    	
                       /s/
                        Sonia Gardner

                    	 


            

            
              	 	
                      Name: 
                        

                    	 Sonia
                      Gardner
	 	
                      Title:

                    	
                      Member

                    


            

             

          

        

      

      
        
          
            
              	 	
                      
                        
                          AVENUE
                            SPECIAL SITUATIONS FUND IV,
                            L.P.

                        

                      

                    


            

          

        

        
          
             

            
              	 	
                      By:

                    	
                      Avenue
                        Capital Partners IV, LLC, its General Partner

                    	 
	 	
                      By:

                    	
                      
                        
                          
                            GL
                              Partners IV, LLC,

                            its
                              General Partner

                          

                        

                      

                    	 
	 	 	 	 
	 	
                      By: 
                        

                    	
                       /s/
                        Sonia Gardner

                    	 


            

            
              	 	
                      Name: 
                        

                    	
                      Sonia
                        Gardner

                    
	 	
                      Title:

                    	
                      Member

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

          

        

      

      
        
          
            
              	 	
                      
                        
                          AVENUE
                            SPECIAL SITUATIONS FUND V,
                            L.P.

                        

                      

                    


            

          

        

        
          
             

            
              	 	
                      By:

                    	
                      
                        Avenue
                          Capital Partners V, LLC,
                          its General Partner

                      

                    	 
	 	
                      By:

                    	
                      
                        
                          
                            
                              GL
                                Partners V,
                                LLC,

                              its
                                General
                                Partner

                            

                          

                        

                      

                    	 
	 	 	 	 
	 	
                      By: 
                        

                    	
                       /s/
                        Sonia Gardner

                    	 


            

            
              	 	
                      Name: 
                        

                    	
                      Sonia
                        Gardner

                    
	 	
                      Title:

                    	
                      Member

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

          

        

      

      
        
          
            
              	 	
                      
                        
                          BARCLAYS
                            BANK,
                            PLC

                        

                      

                    


            

          

        

        
          
             

            
              	 	
                      By: 
                        

                    	
                       /s/
                        Brian Berman

                    	 


            

            
              	 	
                      Name: 
                        

                    	
                      Brian
                        Berman

                    
	 	
                      Title:

                    	
                      Managing
                        Director

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

               

               

            

          

        

      

      
        
          
            
              	 	
                      
                        
                          
                            GLENVIEW
                              CAPITAL MANAGEMENT, LLC,

                            as
                              investment adviser for GCM Little Arbor Partners, L.P.,

                            GCM
                              Little Arbor Institutional Partners, L.P., and

                            GCM
                              Little Arbor Master Fund,
                              Ltd.

                          

                        

                      

                    


            

          

        

        
           

          
            	 	
                    By: 
                      

                  	
                     /s/
                      Mark Horowitz

                  	 


          

          
            	 	
                    Name: 
                      

                  	
                    Mark
                      Horowitz

                  
	 	
                    Title:

                  	
                    Chief
                      Operating Officer and General
                      Counsel

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

        

      

      
        
          
            
              	 	
                      
                        
                          MORGAN
                            STANLEY & CO.,
                            INC

                        

                      

                    


            

          

        

        
           

          
            	 	
                    By: 
                      

                  	
                     /s/
                      Andrew Brenner

                  	 


          

          
            	 	
                    Name: 
                      

                  	
                    Andrew
                      Brenner

                  
	 	
                    Title:

                  	
                    Managing
                      Director

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

        

      

      
        
          
            
              	 	
                      
                        
                          
                            OAKTREE
                              CAPITAL MANAGEMENT, L.P.,

                            on
                              behalf of certain funds and accounts managed

                            by
                              it or its
                              affiliates

                          

                        

                      

                    


            

          

        

        
          
             

            
              	 	
                      By: 
                        

                    	
                       /s/
                        Ken Liang

                    	 


            

            
              	 	
                      Name: 
                        

                    	
                      Ken
                        Liang

                    
	 	
                      Title:

                    	
                      Managing
                        Director

                    


            

            
               

              
                	 	
                        By: 
                          

                      	
                         /s/
                          Aaron
                          Bendikson

                      	 


              

              
                	 	
                        Name: 
                          

                      	
                        
                          Aaron
                            Bendikson

                        

                      
	 	
                        Title:

                      	
                        
                          Senior
                            Vice President

                        

                      


              

               

            

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

          

        

      

      AGREED
        TO
        AND ACKNOWLEDGED

      BY
        THE
        INDENTURE TRUSTEE

      (SOLELY
        WITH RESPECT TO

      SECTION
        13
        (DIRECTION TO

      INDENTURE
        TRUSTEE)):

      
        
           

          
            	
                    By: 
                      

                  	 	 	 


          

          
            	
                    Name: 
                      

                  	 
	
                    Title: