ANY
CLAIM AGAINST OR EQUITY INTEREST IN THE COMPANY OR ANY INTEREST THEREIN, UNLESS
THE PURCHASER, ASSIGNEE, OR TRANSFEREE (THE "TRANSFEREE") AGREES IN WRITING IN
THE FORM ATTACHED HERETO AS EXHIBIT B (SUCH WRITING A "TRANSFEREE
ACKNOWLEDGEMENT") AT THE TIME OF SUCH TRANSFER TO BE BOUND BY ALL OF THE TERMS
OF THIS AGREEMENT IN ITS ENTIRETY, WITHOUT REVISIONS, AS A PARTY HERETO,
INCLUDING WITHOUT LIMITATION SECTION 1 HEREOF.
UPON EXECUTION OF THE TRANSFEREE
ACKNOWLEDGEMENT, THE TRANSFEREE SHALL BE DEEMED TO BE A SUPPORTING NOTEHOLDER.
ANY TRANSFER NOT EFFECTED IN ACCORDANCE WITH THE FOREGOING SHALL BE DEEMED VOID
AB INITIO.
IN THE EVENT OF A TRANSFER, THE TRANSFEROR SHALL, WITHIN THREE
BUSINESS DAYS AFTER SUCH TRANSFER, PROVIDE NOTICE OF SUCH TRANSFER TO CURATIVE
HEALTH SERVICES, INC., TOGETHER WITH A COPY OF THE TRANSFEREE ACKNOWLEDGEMENT
AND, IF THE TRANSFEROR HAS TRANSFERRED ALL OF ITS CLAIMS SUBJECT TO THIS
3
Agreement, then such transferor shall automatically be released from any further
obligations hereunder.
6.
FURTHER ACQUISITION OF SENIOR NOTES AND CLAIMS.
THIS AGREEMENT
SHALL IN NO WAY BE CONSTRUED TO PRECLUDE ANY SUPPORTING NOTEHOLDER FROM
ACQUIRING ADDITIONAL SENIOR NOTES.
HOWEVER, ANY SUCH SENIOR NOTES SO ACQUIRED
SHALL AUTOMATICALLY BE DEEMED TO BE SUBJECT TO ALL OF THE TERMS OF THIS
AGREEMENT.
7.
TERMINATION.
UPON THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS
OR CONDITIONS:
(I)
THE FINAL TERMS OF THE PLAN HAVE NOT BEEN AGREED TO BY THE
PARTIES BY DECEMBER 14, 2005;
(II)
THE PREPETITION SOLICITATION PURSUANT TO THE DISCLOSURE STATEMENT
AND PLAN HAS NOT COMMENCED ON OR BEFORE DECEMBER 21, 2005 (THE "SOLICITATION
DATE");
(III)
THE COMPANY FAILS TO FILE THE PLAN WITH THE BANKRUPTCY COURT BY
JANUARY 31, 2006;
(IV)
AN ORDER CONFIRMING THE PLAN SHALL NOT HAVE BEEN ENTERED BY THE
BANKRUPTCY COURT ON OR BEFORE APRIL 30, 2006;
(V)
THE COMPANY SHALL FILE WITH THE BANKRUPTCY COURT A PLAN OF
REORGANIZATION ON TERMS AND CONDITIONS DIFFERENT FROM, OR A DISCLOSURE STATEMENT
NOT CONSISTENT WITH, THE TERM SHEET OR OTHERWISE IN FORM AND SUBSTANCE NOT
REASONABLY SATISFACTORY TO THE SUPPORTING NOTEHOLDERS;
(VI)
ONCE FILED, AND PRIOR TO THE CONFIRMATION OF THE PLAN, ANY OR ALL
OF THE CHAPTER 11 CASES SHALL HAVE BEEN CONVERTED TO A CASE OR CASES UNDER
CHAPTER 7, TO ONE OR MORE LIQUIDATING CHAPTER 11 CASES, OR DISMISSED;
(VII)
THE BANKRUPTCY COURT TERMINATES THE COMPANY'S EXCLUSIVE PERIOD TO
FILE THE PLAN OR SUCH EXCLUSIVE PERIOD LAPSES;
(VIII)
AN EXAMINER IS APPOINTED PURSUANT TO SECTION 1104(C)(1) OF THE
BANKRUPTCY CODE WITH EXPANDED POWERS TO RUN THE BUSINESS OF THE COMPANY, OR AN
EXAMINER OR THE BANKRUPTCY COURT MAKES A FINDING OF FRAUD, DISHONESTY, OR
MISCONDUCT BY ANY OFFICER OR DIRECTOR OF CURATIVE, OR A TRUSTEE UNDER CHAPTER 7
OR CHAPTER 11 OF THE BANKRUPTCY CODE IS APPOINTED FOR THE COMPANY IN ANY OF THE
CHAPTER 11 CASES;
(IX)
THERE SHALL HAVE OCCURRED ANY MATERIAL BREACH OF THIS AGREEMENT
BY THE COMPANY OR ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY IN THIS
AGREEMENT SHALL