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[CREDIT SUISSE LOGO]                                               Exhibit 10.12




                                                               December 20, 2002


The Special Committee of the Board of Directors
Danielson Holding Corporation
767 Third Avenue
New York, NY 10017
Attention: David M. Barse


Dear David:

      This letter agreement (the "Agreement") will confirm the understanding
between the Special Committee (the "Special Committee") of the Board of
Directors of Danielson Holding Corporation ("DHC," and together with its
subsidiaries, the "Company") and Credit Suisse First Boston Corporation and its
affiliates, successors and assigns, as appropriate ("CSFB" or "we"), pursuant to
which the Special Committee has retained CSFB to serve as its financial advisor,
on the terms and subject to the conditions set forth herein, in connection with
Restructuring Transactions and other matters referred to herein.

1.    Certain Definitions. For the purposes of this Agreement, all defined
      references shall have the meanings as set forth herein (including the
      schedules hereto).

2.    Services. The Special Committee hereby retains CSFB, and CSFB agrees to
      act, as financial advisor to the Special Committee, and, if appropriate
      and if requested by the Special Committee during the period prior to the
      Plan Presentation (as defined below), the Company and DHC's wholly-owned
      subsidiary, American Commercial Lines LLC (separately, and together with
      its subsidiaries and AC Lines LLC and American Commercial Lines Holdings
      LLC, "ACL"), in connection with all Restructuring Transactions and any
      other matters referred to herein. As used herein, "Restructuring
      Transaction" shall not include any sales of ACL stock or assets or ACL
      purchases of assets from third parties. As part of this engagement, CSFB
      will, as requested and appropriate:

      (a)   assist and provide advisory and analytical support to the Special
            Committee and, as appropriate upon the Special Committee's request,
            the Company and ACL, in developing and evaluating a restructuring
            plan with respect to ACL (an "ACL
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Danielson Holding Corporation                                  December 20, 2002
Page 2

            Restructuring Plan") to be presented on December 27, 2002 (the "Plan
            Presentation") to the lenders under the Bank Facility (the "Bank
            Lenders");

      (b)   after December 27, 2002, advise the Special Committee, as
            appropriate upon the Special Committee's request, with respect to
            any amendments or updates to the ACL Restructuring Plan;

      (c)   if requested by the Special Committee and appropriate and
            customarily rendered by CSFB and consented to by CSFB in its sole
            discretion, render an opinion as to the fairness from a financial
            point of view to the Company of the consideration to be received or
            paid, as the case may be, in a proposed Restructuring Transaction
            that is the type of transaction for which CSFB customarily renders
            fairness opinions; provided, however, that the Company, Special
            Committee and/or ACL shall retain their own legal counsel and
            accountants for legal and tax advice. If we are requested to and it
            is appropriate and we agree to render an opinion, the nature and
            scope of our analysis as well as the form and substance of our
            opinion shall be such as we deem appropriate. If requested by you,
            our opinion shall be delivered in writing; and

      (d)   perform such other financial advisory services as CSFB and the
            Special Committee may from time to time agree upon.

3.    Compensation. As compensation for services rendered and to be rendered
      hereunder by CSFB, the Company and ACL agree, subject to the provisions of
      Section 3 below, to jointly and severally pay CSFB (or cause CSFB to be
      paid) non-refundable cash fees as follows:

      (a)   If ACL completes a Restructuring Transaction, a transaction fee (the
            "Restructuring Fee"), payable immediately in immediately available
            funds upon completion of the first Restructuring Transaction, equal
            to $1,800,000. CSFB's engagement hereunder shall terminate upon the
            payment of such Restructuring Fee;

      (b)   A fee of $1,000,000 (the "Opinion Fee") payable to CSFB upon
            rendering of an opinion, if any, pursuant to Section 2(b), to the
            Special Committee. The Opinion Fee will be fully creditable (to the
            extent paid) against the Restructuring Fee; and

      (c)   In addition to the compensation to be paid to CSFB as provided
            above, and without regard to whether any Restructuring Transaction
            is consummated, the Company and ACL shall jointly and severally pay
            to, or on behalf of CSFB, all out-of-pocket expenses (including all
            fees and expenses of CSFB's counsel if any, and any other advisor
            retained by CSFB (it being understood that the retention of any such
            advisor, other than legal counsel, will be made with the prior
            approval of the
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Danielson Holding Corporation                                  December 20, 2002
Page 3

            Company, which approval shall not be unreasonably withheld))
            incurred by CSFB in connection with its services to be rendered
            hereunder.

4.    Termination or Resignation. Subject to Section 9 hereof, CSFB's engagement
      hereunder may be terminated at any time by either CSFB or the Special
      Committee upon ten days' prior written notice thereof to the other party;
      provided, however, that in the event of any termination or expiration of
      CSFB's engagement hereunder, if at any time prior to the expiration of 12
      months after any such termination or expiration (the "Extended Term") the
      Company or any Related Entity, including ACL, proceeds with any
      Restructuring Transaction, CSFB will continue to be entitled to receive
      the full amount of compensation provided for in Section 3 hereof as if
      CSFB had served as financial advisor or in any other specified role herein
      in connection therewith as though this Agreement had not been terminated
      or expired; and provided further that no termination or expiration of
      CSFB's engagement hereunder shall affect the Company's and ACL's
      obligations to jointly and severally pay CSFB promptly all fees accrued
      prior to such termination or expiration and reimburse all of CSFB's
      out-of-pocket expenses as described above, and to indemnify CSFB and
      certain related persons and entities as provided in Schedule I, and during
      the Extended Term only, the Company's obligations pursuant to Section 3
      hereof.

5.    Indemnity. As CSFB will be acting on behalf of the Special Committee, the
      Company and ACL, as appropriate and if requested by the Special Committee,
      the Company and ACL agree to indemnify the Indemnified Persons as set
      forth in Schedule I hereto, which is incorporated herein and made a part
      hereof.

6.    Representations and Warranties of Company. The Company and ACL represent
      and warrant to CSFB that at the commencement, throughout the continuance,
      and at the consummation of each Restructuring Transaction

      (a)   Each of the Offer Documents will comply in all material respects
            with the Securities Act of 1933, as amended (the "Securities Act"),
            the Securities Exchange Act of 1934, as amended (the "Exchange
            Act"), and the Trust Indenture Act of 1939, as amended (the "TIA"
            and collectively with the Securities Act and the Exchange Act, the
            "Acts"), as such Acts may be applicable, and in each case the
            applicable rules and regulations of the Securities and Exchange
            Commission (the "Commission" or "SEC") thereunder, and with all
            material applicable rules or regulations of any governmental or
            regulatory authority or body, including applicable Blue Sky or
            similar securities laws or statutes, and no consent or approval of,
            or filing with, any governmental or regulatory authority or body is
            required in connection with the commencement or consummation of any
            such transaction, other than those consents or approvals which will
            have been obtained or any filing which will have been made prior to
            the consummation of each such transaction and other than notice
            filings
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Danielson Holding Corporation                                  December 20, 2002
Page 4

            which may be made after the consummation of such transaction without
            any adverse effect upon the Company and/or any Related Entity,
            including ACL;

      (b)   None of the Offer Documents and no other report, filing, document,
            release or communication published or filed by or on behalf of the
            Company or any Related Entity, including ACL, in connection with any
            of such transactions will contain any untrue statement of a material
            fact or omit to state a material fact necessary to make the
            statements therein, in light of the circumstances under which they
            were made, not misleading;

      (c)   Any new securities offered in consideration of any Old Securities
            ("New Securities") that are debt instruments (the "New Debt
            Securities"), if any, and the indentures pertaining to the New Debt
            Securities and any supplemental indentures pertaining to any
            amendments to the Old Securities (together, the "Indentures") will
            be duly authorized by the Company and any other appropriate Related
            Entity, and when the Indentures are duly executed in accordance with
            such authorization and when the New Securities are issued, the
            Indentures and the New Debt Securities will be the legal, valid and
            binding obligations of the Company and/or any appropriate Related
            Entity, enforceable against the Company and/or any appropriate
            Related Entity in accordance with their respective terms, except
            that such enforcement may be subject to bankruptcy, insolvency,
            reorganization, moratorium or other similar laws now or hereafter in
            effect relating to creditors' rights generally and general
            principles of equity (regardless of whether enforcement is sought in
            a proceeding in equity or at law), and each of the New Securities
            and the Indentures, if any, will conform to the description thereof
            in the Offer Documents in all material respects;

      (d)   The New Securities that are capital stock, if any, will be duly
            authorized by the Company and/or any Related Entity, including ACL
            and, when issued, will be validly issued, fully paid and
            non-assessable;

      (e)   The New Debt Securities, if any, and the Indentures, if any, will
            comply in all material respects with the TIA;


      (f)   The issuance of the New Securities and the consummation of the
            transactions contemplated by the Offer Documents will not result in
            a breach of any of the terms or provisions of, or constitute a
            default or cause an acceleration of any obligation under, the
            Company's charter or bylaws or any material bond, note, debenture or
            other evidence of indebtedness or any material indenture, mortgage,
            deed of trust or other agreement or instrument to which the Company
            and/or any Related Entity, including ACL is a party or by which it
            or any of them is bound, or any order of any court or governmental
            agency or authority entered in any proceeding to which the
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Danielson Holding Corporation                                  December 20, 2002
Page 5

            Company and/or any Related Entity, including ACL was or is a party
            or by which it or any of them is bound, except as could not, singly
            or in the aggregate, have a material adverse effect on the
            properties, business, results of operations or condition (financial
            or otherwise) of the Company, taken as a whole;

      (g)   This Agreement will be duly authorized and validly executed and
            delivered by the Company, ACL and the Special Committee and will
            constitute a legal, valid and binding agreement of the Company, ACL
            and the Special Committee enforceable against the Company and ACL in
            accordance with its terms, except that such enforcement may be
            subject to bankruptcy, insolvency, reorganization, moratorium or
            other similar laws now or hereafter in effect relating to creditors'
            rights generally and general principles of equity (regardless of
            whether enforcement is sought in a proceeding in equity or at law)
            and except as rights to indemnification and contribution under this
            Agreement may be limited by applicable law; and

      (h)   In connection with any Restructuring Transaction purported by the
            Company to be made pursuant to a 3(a)(9) Offer, the Company has not
            paid and will not pay any commission or other remuneration, directly
            or indirectly, for soliciting or recommending such 3(a)(9) Offer to
            any soliciting broker, dealer, salesman, agent, employee or director
            of the Company, or any other person involved in any way on behalf of
            the Company in conflict with such Section 3(a)(9).

7.    Further Covenants of the Company. The Company, ACL and the Special
      Committee agree as follows:

      (a)   No advice or opinion rendered by CSFB, whether formal or informal,
            may be disclosed, in whole or in part, or summarized, excerpted from
            or otherwise referred to without our prior written consent, which
            shall not be unreasonably withheld or delayed. In addition, neither
            CSFB nor the terms of this engagement may be otherwise referred to
            without CSFB's prior written consent, which shall not be
            unreasonably withheld or delayed. The obligations of the Company,
            ACL and the Special Committee pursuant to this paragraph shall
            survive any termination of this Agreement or CSFB's engagement
            hereunder;

      (b)   In connection with CSFB's activities hereunder, the Company, ACL,
            and the Special Committee agree to furnish CSFB with all information
            concerning the Company and ACL, that CSFB reasonably deems
            appropriate and agrees to provide CSFB with reasonable access to its
            accountants, counsel, consultants and other appropriate agents and
            representatives. The Company, ACL and the Special Committee
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Danielson Holding Corporation                                  December 20, 2002
Page 6

            acknowledge that CSFB may rely upon the completeness and accuracy of
            information and data furnished to it by the Company's officers,
            directors, employees, agents and representatives without an
            independent verification of such information and data or an
            appraisal of the Company's assets;

      (c)   The Company, ACL and the Special Committee acknowledge and agree
            that CSFB has been retained solely to provide the advice or services
            set forth in this Agreement. CSFB shall act as an independent
            contractor, and any duties of CSFB arising out of its engagement
            hereunder shall be owed solely to the Special Committee and to the
            Company and ACL, if CSFB provides services to the Company and ACL,
            upon request of the Special Committee;

      (d)   If this Agreement becomes subject to approval by a United States
            Bankruptcy Court, concurrently with the filing of a chapter 11
            petition (if applicable) the Company shall file a motion to approve
            the terms and conditions of this Agreement. The Company shall
            further act in good faith to obtain a hearing date as soon as
            practicable, subject to the Court's calendar, for approval of the
            terms and conditions of this Agreement, and shall further at such
            hearing use its best efforts to obtain approval of the terms and
            conditions of this Agreement; and

      (e)   Nothing contained in this Agreement is intended to or shall impose
            or create any liability upon any officer or director of Company or
            ACL, or any person who is a member or ex officio member of the
            Special Committee for any fee, compensation, expense or
            indemnification liability whatever.

8.    Confidentiality. Except to the extent authorized by the Special Committee,
      the Company, or ACL or required by any Federal or state law, rule or
      regulation or any decision or order of any court or regulatory authority,
      CSFB agrees that it will refrain from disclosing to any person, other than
      to holders of the Old Securities and their affiliates, representatives and
      agents and other than to agents, attorneys, accountants, employees,
      officers, and directors of CSFB who need to know the information in
      connection with CSFB's engagement hereunder, any confidential information
      which has not become public (other than through disclosure in violation of
      this Section 8), about the Company or ACL received by CSFB from the
      Company, ACL or their respective agents, attorneys or accountants in
      connection with the services rendered hereunder.

9.    Survival of Certain Provisions. The compensation and expense reimbursement
      provisions contained in Section 3,the termination provisions contained in
      Section 4, this Section 9, the indemnity and contribution agreements
      contained in Section 5 and Schedule I of this Agreement and the
      representations and warranties of the Company contained in Section 6 of
      this Agreement shall remain operative and in full force and effect
      regardless of (a) any
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Danielson Holding Corporation                                  December 20, 2002
Page 7

      investigation made by or on behalf of CSFB or by or on behalf of any
      affiliate of CSFB, any Indemnified Person, or any person controlling any
      of them, (b) consummation of any Restructuring Transaction, or (c) any
      termination or expiration of this Agreement, and shall be binding upon,
      and shall inure to the benefit of, any successors, assigns, heirs and
      personal representatives of the Special Committee, the Company, ACL, CSFB,
      the Indemnified Persons and any such person.

10.   Notices. Notice given pursuant to any of the provisions of this Agreement
      shall be in writing and shall be mailed or delivered to the Special
      Committee at 767 Third Avenue, New York, NY 10017, Attention: David M.
      Barse and to CSFB at 2121 Avenue of the Stars, Suite 3000, Los Angeles, CA
      90067, Attention: Niron Stabinsky.

11.   Construction. This Agreement incorporates the entire understanding of the
      parties and supersedes all previous agreements and shall be governed by,
      and construed in accordance with, the laws of the State of New York as
      applied to contracts made and performed in such State, without regard to
      principles of conflict of laws. Each of CSFB, the Company and ACL
      irrevocably and unconditionally submits to the exclusive jurisdiction of
      any State or Federal court sitting in New York City over any suit, action
      or proceeding arising out of or relating to this Agreement.

12.   Severability. Any determination that any provision of this Agreement may
      be, or is, unenforceable shall not affect the enforceability of the
      remainder of this Agreement.

13.   Headings. The section headings in this Agreement have been inserted as a
      matter of convenience for reference and are not an effective part of this
      Agreement.

14.   Counterparts. This Agreement may be executed simultaneously in two or more
      counterparts, each of which shall be deemed an original, but all of which
      shall constitute one and the same instrument.

15.   Third Party Beneficiaries. This Agreement has been and is made solely for
      the benefit of the Special Committee, ACL, the Company, CSFB and the other
      Indemnified Persons referred to in Section 4 and Schedule I hereof and
      their respective successors and assigns, and no other person shall acquire
      or have any right under or by virtue of this Agreement.

16.   Succession. This Agreement shall be binding upon and inure to the benefit
      of the Special Committee, ACL, the Company, CSFB, the Indemnified Persons
      and their respective successors, assigns, heirs and personal
      representatives.

17.   Advertisements. The Company agrees that CSFB shall have the right to place
      advertisements in financial and other newspapers and journals at its own
      expense describing their services to the Special Committee, the Company
      and ACL hereunder; provided, that (i)
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Danielson Holding Corporation                                  December 20, 2002
Page 8


      CSFB shall have submitted a copy of any such proposed advertisement to the
      Company for its prior approval, which approval shall not be unreasonably
      withheld or delayed and (ii) the publication of such advertisement shall
      comply with applicable law.

18.   Acknowledgements. CSFB is a full service securities firm engaged in
      securities trading and brokerage activities as well as investment banking
      and financial advisory services. In the ordinary course of our trading and
      brokerage activities, CSFB or its affiliates may hold positions, for its
      own account or the accounts of customers, in equity, debt or other
      securities of the Company or any other company that may be involved in the
      matters contemplated by this Agreement.
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Danielson Holding Corporation                                  December 20, 2002
Page 9


If the foregoing terms correctly set forth our agreement, please confirm this by
signing and returning to CSFB the duplicate copy of this letter. Thereupon this
letter, as signed in counterpart, shall constitute our agreement on the subject
matter herein.

                                          CREDIT SUISSE FIRST BOSTON CORPORATION


                                          By:/s/ Niron Stabinsky
                                             -------------------
                                             Niron Stabinsky
                                             Director

Confirmed and Agreed to:

SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF DANIELSON HOLDING CORPORATION


By:/s/ David M. Barse
   ------------------
   David M. Barse




DANIELSON HOLDING CORPORATION


By:/s/ Paul F. Solomon
   ----------------------
   Name:  Paul F. Solomon
   Title: Executive VP and General Counsel


AMERICAN COMMERCIAL LINES LLC


By:/s/ Michael C. Hagan
   ------------------------
   Name:  Michael C. Hagan
   Title: President and CEO
<PAGE>
                                   SCHEDULE I

      This Schedule I is a part of and is incorporated into that certain letter
agreement (together, the "Agreement"), dated December 20, 2002 by and between
the Special Committee of the Board of Directors of Danielson Holding
Corporation, Danielson Holding Corporation ("DHC"), American Commercial Lines
LLC ("ACL" and collectively with DHC, the Company") and Credit Suisse First
Boston Corporation ("CSFB").

      The Company agrees to indemnify and hold harmless CSFB, its affiliates and
its parent and its affiliates, and the respective directors, officers, agents
and employees of CSFB, its affiliates and its parent and its affiliates (CSFB
and each such entity or person, an "Indemnified Person") from and against any
losses, claims, damages, judgments, assessments, costs and other liabilities
(collectively "Liabilities"), and will reimburse each Indemnified Person for all
fees and expenses (including the reasonable fees and expenses of counsel)
(collectively, "Expenses") as they are incurred in investigating, preparing,
pursuing or defending any claim, action, proceeding or investigation, whether or
not in connection with pending or threatened litigation and whether or not any
Indemnified Person is a party (collectively, "Actions"), (i) caused by, or
arising out of or in connection with, any untrue statement or alleged untrue
statement of a material fact contained in the offer documents referred to in the
agreement (including any amendments thereof and supplements thereto) ("Offer
Documents") or by any omission or alleged omission to state therein a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading (other than untrue statements or
alleged untrue statements in, or omissions or alleged omissions from,
information relating to an Indemnified Person furnished in writing by or on
behalf of such Indemnified Person expressly for use in the Offer Documents) or
(ii) otherwise arising out of or in connection with advice or services rendered
or to be rendered by any Indemnified Person pursuant to this Agreement, the
transactions contemplated hereby or any Indemnified Person's actions or
inactions in connection with any such advice, services or transactions; provided
that, in the case of clause (ii) only, the Company will not be responsible for
any Liabilities or Expenses of any Indemnified Person to the extent such
Liabilities or Expenses are determined by a judgment of a court of competent
jurisdiction which is no longer subject to appeal or further review to have
resulted primarily from such Indemnified Person's gross negligence or willful
misconduct in connection with any of the advice, actions, inactions or services
referred to above.

      Upon receipt by an Indemnified Person of actual notice of an Action
against such Indemnified Person with respect to which indemnity may be sought
under this agreement, such Indemnified Person shall promptly notify the Company
in writing; provided that failure so to notify the Company shall not relieve the
Company from any liability which the Company may have on account of this
indemnity or otherwise, except to the extent the Company shall have been
materially prejudiced by such failure. The Company may assume the defense of any
such Action including the employment of counsel reasonably satisfactory to CSFB.
Any Indemnified Person shall have the
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right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Person, unless: (i) the Company has failed promptly
to assume the defense and employ counsel or (ii) the named parties to any such
Action (including any impleaded parties) include such Indemnified Person and the
Company, and such Indemnified Person shall have been advised by counsel that
there may be one or more legal defenses available to it which are different from
or in addition to those available to the Company; provided that the Company
shall not in such event be responsible hereunder for the fees and expenses of
more than one firm of separate counsel in connection with any Action in the same
jurisdiction, in addition to any local counsel. The Company shall not be liable
for any settlement of any Action effected without its written consent (which
shall not be unreasonably withheld). In addition, the Company will not, without
prior written consent of CSFB (which shall not be unreasonably withheld),
settle, compromise or consent to the entry of any judgment in or otherwise seek
to terminate any pending or threatened Action in respect of which
indemnification or contribution may be sought hereunder (whether or not any
Indemnified Person is a party thereto) unless such settlement, compromise,
consent or termination includes an unconditional release of each Indemnified
Person from all Liabilities arising out of such Action.

      In the event that the foregoing indemnity is unavailable to an Indemnified
Person other than in accordance with this Agreement, the Company shall
contribute to the Liabilities and Expenses paid or payable by such Indemnified
Person in such proportion as is appropriate to reflect (i) the relative benefits
to the Company and its shareholders, on the one hand, and to CSFB, on the other
hand, of the matters contemplated by this Agreement or (ii) if the allocation
provided by the immediately preceding clause is not permitted by the applicable
law, not only such relative benefits but also the relative fault of the Company,
on the one hand, and CSFB, on the other hand, in connection with the matters as
to which such Liabilities or Expenses relate, as well as any other relevant
equitable considerations; provided that in no event shall the Company contribute
less than the amount necessary to ensure that all Indemnified Persons, in the
aggregate, are not liable for any Liabilities and Expenses in excess of the
amount of fees actually received by CSFB pursuant to this Agreement. For
purposes of this paragraph, the relative benefits to the Company and its
shareholders, on the one hand, and to CSFB, on the other hand, of the matters
contemplated by this Agreement shall be deemed to be in the same proportion as
(a) the total value paid or contemplated to be paid or received or contemplated
to be received by the Company or the Company's shareholders, as the case may be,
in the transaction or transactions that are within the scope of this Agreement,
whether or not any such transaction is consummated, bears to (b) the fees paid
to CSFB under this Agreement.

      The Company also agrees that no Indemnified Person shall have any
liability (whether direct or indirect, in contract or tort or otherwise) to the
Company for or in connection with advice or services rendered or to be rendered
by any Indemnified Person pursuant to this agreement, the transactions
contemplated hereby or any Indemnified Person's actions or inactions in
connection with any such advice, services or transactions except to the extent
that Liabilities (and related Expenses) of the Company are determined by a
judgment of a court of competent jurisdiction which
<PAGE>
is no longer subject to appeal or further review to have resulted primarily from
such Indemnified Person's gross negligence or willful misconduct in connection
with any such advice, actions, inactions or services in connection with
subsection (ii) in the second paragraph of this Schedule I.

      The reimbursement, indemnity and contribution obligations of the Company
set forth herein shall be joint and several shall apply to any modification of
this Agreement and shall remain in full force and effect regardless of any
termination of, or the completion of any Indemnified Person's services under or
in connection with, this Agreement. Anything else in this Agreement
notwithstanding, neither the reimbursement, indemnity and contribution
obligations of the Company, nor any other obligations of the Company, set forth
herein shall apply with respect to any Liabilities or Expenses arising out of
the securities trading and brokerage activities referred to in Section 18 of the
Agreement.
<PAGE>
                                   SCHEDULE II

(a)   the term "Old Securities" means (i) the senior secured credit facility
      entered into by American Commercial Lines LLC and American Commercial
      Lines Holdings LLC pursuant to a credit agreement dated June 30, 1998, as
      amended (the "Bank Facility"), and (ii) the 11 -1/4% Senior Notes due
      January 1, 2008 and the 12% Pay-In-Kind Senior Subordinated Notes due July
      1, 2008 issued by American Commercial Lines LLC and ACL Capital Corp.;

(b)   the term "Related Entities" shall mean each subsidiary and affiliate of
      the Company as of the date hereof and each corporation, partnership, or
      other entity formed after the date hereof by or on behalf of the Company
      in connection with, or for the purpose of effecting a Restructuring
      Transaction;

(c)   the term "Restructuring Transactions" means, in one or a series of
      transactions, whether executed pursuant to a bankruptcy proceeding or not,
      any complete and partial acquisitions, refinancings, assumptions by a
      third party or third parties, repurchases, restructurings of, or any
      amendments or modifications to, any of the Old Securities by or on behalf
      of the Company and/or any Related Entity, whether or not involving an
      offer to purchase or exchange for cash, property, securities, indebtedness
      or other consideration, or a solicitation of consents, waivers or
      authorizations with respect thereto; and

(d)   the term "Offer Documents" means each document that is filed with the
      Commission or that is otherwise made publicly available or that is sent or
      given to the holders of Old Securities in connection with any
      Restructuring Transaction (which may include, but is not limited to, the
      following: (i) offering circular(s), sales memoranda, private placement
      memoranda or other selling material, explanatory statement(s) filed with
      the SEC under the Securities Act, (ii) each registration statement,
      preliminary and final prospectus required to be filed with the SEC, (iii)
      each document required to be filed with the SEC pursuant to the provisions
      of the Exchange Act, pertaining to any Restructuring Transaction, and (iv)
      each appendix, attachment, amendment or supplement to any of the foregoing
      and all related documents, including but not limited to, each related
      letter of transmittal and each related letter to holders of Old
      Securities).