TO THE COMMENCEMENT OF THE CONFIRMATION HEARING[,] ON
MAY 15, 2006, ENGAGING IN ANY NEGOTIATIONS OR DISCUSSIONS CONCERNING AN
ALTERNATE PLAN WITH THE COMMITTEES, THE STAKEHOLDERS OF SELLER OR ITS AFFILIATES
OR THEIR RESPECTIVE ADVISORS (IN EACH CASE (OTHER THAN IN THE CASE OF
COMMITTEES) WITH WHOM SELLER ENTERS INTO, OR HAS ENTERED INTO, A CONFIDENTIALITY
AGREEMENT ON CUSTOMARY TERMS UNDER THE CIRCUMSTANCES THAT RESTRICTS SUCH
STAKEHOLDER (OTHER THAN WITH RESPECT TO ANY OTHER STAKEHOLDER WHO IS SUBJECT TO
A SUBSTANTIALLY SIMILAR CONFIDENTIALITY AGREEMENT OR TO THE COMMITTEES) FROM
(X) DISCLOSING ANY CONFIDENTIAL INFORMATION REGARDING SELLER AND ITS AFFILIATES,
BUYER AND ITS AFFILIATES, OR INFORMATION REGARDING AN ALTERNATE PLAN, INCLUDING
THE STATUS THEREOF, AND (Y) MAKING PUBLIC STATEMENTS REGARDING ANY OF THE
FOREGOING), BUT ONLY TO THE EXTENT THAT (A) THE BOARD DETERMINES IN GOOD FAITH
AFTER CONSULTATION WITH OUTSIDE LEGAL COUNSEL THAT THE DIRECTORS OF SELLER
SHOULD TAKE SUCH ACTION IN ORDER TO COMPLY WITH THEIR FIDUCIARY DUTIES UNDER
APPLICABLE LAW AND (B) THE BOARD DETERMINES IN GOOD FAITH (AFTER CONSULTATION
WITH ITS FINANCIAL AND LEGAL ADVISORS) THAT SUCH ALTERNATE PLAN, IF PURSUED AND
ASSUMING (FOR PURPOSES OF DETERMINING THE RIGHT TO ENGAGE IN NEGOTIATIONS OR
DISCUSSIONS PURSUANT TO THIS SECTION 5.10(B), BUT NOT FOR PURPOSES OF THE
DEFINITION OF "SUPERIOR ALTERNATE PLAN") THE SUPPORT OF SELLER'S STAKEHOLDERS
THEREFOR, IS REASONABLY LIKELY TO BE CONSUMMATED, TAKING INTO ACCOUNT ALL LEGAL,
FINANCIAL AND REGULATORY ASPECTS OF THE PROPOSED ALTERNATE PLAN AND, IF
CONSUMMATED, WOULD RESULT IN A TRANSACTION MORE FAVORABLE (TAKING INTO ACCOUNT,
WITHOUT LIMITATION, THE FINANCIAL TERMS OF ANY TERMINATION FEE THAT MAY BE PAID
PURSUANT TO SECTION 8.5(B)) TO THE STAKEHOLDERS OF SELLER AND ITS AFFILIATES
FROM A FINANCIAL POINT OF VIEW THAN THE TRANSACTION (ANY SUCH MORE FAVORABLE
ALTERNATE PLAN BEING REFERRED TO IN THIS AGREEMENT AS A "SUPERIOR ALTERNATE
PLAN") OR (II) AFTER ENTRY OF A CONFIRMATION ORDER SATISFYING THE CONDITION SET
FORTH IN SECTION 6.2(G) (BUT ONLY FOR SO LONG AS SUCH CONFIRMATION ORDER IS IN
EFFECT), PLANNING FOR AN ALTERNATE PLAN THAT INVOLVES THE EMERGENCE OF DEBTORS
AS STANDALONE ENTITIES WITH NO GREATER THAN A 10% ADDITIONAL EQUITY CONTRIBUTION
(OTHER THAN EXISTING CLAIMS), INCLUDING ENGAGING IN ANY NEGOTIATIONS OR
DISCUSSIONS CONCERNING AN ALTERNATE PLAN WITH STAKEHOLDERS OF SELLER OR ITS
AFFILIATES OR THEIR ADVISORS, PREPARING (BUT NOT FILING) A DISCLOSURE STATEMENT
WITH RESPECT TO SUCH ALTERNATE PLAN AND PREPARING AND NEGOTIATING ANY
INTERCREDITOR AGREEMENTS; PROVIDED, HOWEVER, THAT SUCH ALTERNATE PLAN PROVIDES
THAT IT CAN ONLY BE CONFIRMED AND EFFECTIVE IF THIS AGREEMENT IS TERMINATED IN
ACCORDANCE WITH ITS TERMS AND SUCH PLANNING DOES NOT INVOLVE ANY ACTION OR
OMISSION THAT COULD REASONABLY BE EXPECTED TO MATERIALLY IMPAIR OR MATERIALLY
DELAY THE TRANSACTION; PROVIDED, FURTHER, THAT NOTHING IN THIS
SECTION 5.10(B) SHALL PERMIT ANY PUBLIC STATEMENTS OR FILINGS WITH THE
BANKRUPTCY COURT OR ANY OTHER COURT BY OR ON BEHALF OF SELLER OR ITS AFFILIATES.
SELLER SHALL NOTIFY BUYER OF ITS ENGAGEMENT IN DISCUSSIONS CONCERNING AN
ALTERNATE PLAN AND SHALL KEEP BUYER REASONABLY INFORMED, ON