INVESTOR 'S RIGHT TO RELY ON THE
TRUTH, ACCURACY AND COMPLETENESS OF THE EXCHANGE ACT DOCUMENTS AND THE COMPANY'S
REPRESENTATIONS AND WARRANTIES CONTAINED IN THE TRANSACTION DOCUMENTS.
THE
INVESTOR UNDERSTANDS THAT THE INVESTOR'S INVESTMENT IN THE ECA SHARES INVOLVES A
HIGH DEGREE OF RISK.
5.
ADDITIONAL COVENANTS OF THE COMPANY.
THE COMPANY AGREES WITH THE
INVESTOR:
(A)
AGREEMENT MOTION AND AGREEMENT ORDER.
NOT LATER THAN FEBRUARY 15,
2007, THE COMPANY WILL FILE A MOTION AND SUPPORTING PAPERS (THE "AGREEMENT
MOTION") (INCLUDING AN ORDER IN FORM AND SUBSTANCE SATISFACTORY TO EACH OF THE
COMPANY AND THE INVESTOR) SEEKING AN ORDER UNDER SECTIONS 105 AND 363 OF THE
BANKRUPTCY CODE APPROVING THIS AGREEMENT, THE SYNDICATION AGREEMENT, THE
REGISTRATION RIGHTS AGREEMENT, THE PAYMENT, ON THE TERMS AND AT THE TIME
SPECIFIED HEREIN, OF THE BACKSTOP FEE, THE EXPIRATION TIME FEE AND THE
TERMINATION FEE, THE REIMBURSEMENT, ON THE TERMS AND AT THE TIME SPECIFIED
HEREIN, OF TRANSACTION EXPENSES AND THE RELEASE AND
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EXCULPATION OF THE INVESTOR, ITS AFFILIATES, THE ULTIMATE PURCHASERS, THEIR
AFFILIATES, REPRESENTATIVES AND ADVISORS FROM ANY LIABILITY FOR PARTICIPATION IN
THE TRANSACTIONS CONTEMPLATED HEREBY BY THE REGISTRATION RIGHTS AGREEMENT, THE
AMENDED PLAN AND THE SYNDICATION AGREEMENT TO THE FULLEST EXTENT PERMITTED UNDER
APPLICABLE LAW AND AUTHORIZING THE COMPANY TO ENTER INTO THIS AGREEMENT AND THE
REGISTRATION RIGHTS AGREEMENT (THE "AGREEMENT ORDER").
THE COMPANY AGREES THAT
IT SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS, SUBJECT TO ANY APPLICABLE
FIDUCIARY DUTIES, TO (I) FULLY SUPPORT THE AGREEMENT MOTION AND ANY APPLICATION
SEEKING BANKRUPTCY COURT APPROVAL AND AUTHORIZATION TO PAY THE FEES AND EXPENSES
HEREUNDER, AS AN ADMINISTRATIVE EXPENSE OF THE ESTATE, INCLUDING, BUT NOT
LIMITED TO, FILING SUPPORTING AFFIDAVITS ON BEHALF OF THE COMPANY AND/OR ITS
FINANCIAL ADVISOR AND PROVIDING THE TESTIMONY OF THE AFFIANTS IF NEEDED AND
(II) OBTAIN APPROVAL OF THE AGREEMENT ORDER AS SOON AS PRACTICABLE FOLLOWING THE
FILING OF THE MOTION THEREFOR.
(B)
TERM SHEET, DISCLOSURE STATEMENT AND AMENDED PLAN.
AS SOON AS
PRACTICABLE AFTER THE DATE OF THIS AGREEMENT, THE COMPANY AND THE OTHER DEBTORS
WILL FILE A DISCLOSURE STATEMENT (THE "INITIAL DISCLOSURE STATEMENT") AND SEEK
BANKRUPTCY COURT APPROVAL THEREOF UNDER SECTION 1125 OF THE BANKRUPTCY CODE.
THE DISCLOSURE STATEMENT IN THE FORM APPROVED BY THE BANKRUPTCY COURT IS
HEREINAFTER REFERRED TO AS THE "DISCLOSURE STATEMENT".
THE COMPANY WILL SEEK
CONFIRMATION OF THE AMENDED PLAN AS SOON AS PRACTICABLE AFTER THE END OF THE
SOLICITATION PERIOD.
PRIOR TO FILING OR DISSEMINATING THE INITIAL DISCLOSURE
STATEMENT OR ANY REVISIONS, SUPPLEMENTS, MODIFICATIONS OR AMENDMENTS TO THE
INITIAL DISCLOSURE STATEMENT OR THE EXISTING PLAN, THE COMPANY WILL PROVIDE TO
THE INVESTOR AND ITS COUNSEL A COPY OF SUCH FILING, REVISION, MODIFICATION,
SUPPLEMENT OR AMENDMENT AND A REASONABLE OPPORTUNITY TO REVIEW AND COMMENT ON
SUCH DOCUMENTS PRIOR TO BEING FILED OR DISSEMINATED; PROVIDED THAT SUCH REVIEW
AND COMMENT SHALL NOT CONSTITUTE A PRESUMPTION OR OTHER DETERMINATION THAT THE
DOCUMENTS CONSTITUTE (AND COMPLY WITH THE DEFINITION OF) EITHER AN AMENDED PLAN
OR A DISCLOSURE STATEMENT, AS APPLICABLE. IN ADDITION, THE COMPANY WILL