EFFECTIVE REGISTRATION STATEMENT OR
UNDER RULE 144.
7.
CONDITIONS TO THE OBLIGATIONS OF THE INVESTOR.
THE OBLIGATION OF
THE INVESTOR TO PURCHASE THE ECA SHARES PURSUANT TO THIS AGREEMENT ON THE
CLOSING DATE ARE SUBJECT TO THE FOLLOWING CONDITIONS:
(A)
AGREEMENT ORDER.
THE AGREEMENT ORDER SHALL HAVE BEEN ENTERED BY
THE BANKRUPTCY COURT IN THE FORM SATISFACTORY TO EACH OF THE COMPANY AND THE
INVESTOR, AND THE AGREEMENT ORDER SHALL HAVE BECOME A FINAL AGREEMENT ORDER.
(B)
INCONSISTENT TRANSACTION.
SUBJECT TO THE APPROVAL OF THIS
AGREEMENT BY THE BANKRUPTCY COURT, THE COMPANY AND THE OTHER DEBTORS SHALL NOT
HAVE MADE A PUBLIC
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ANNOUNCEMENT, ENTERED INTO AN AGREEMENT OR FILED ANY PLEADING OR DOCUMENT WITH
THE BANKRUPTCY COURT EVIDENCING ITS INTENTION TO SUPPORT, OR OTHERWISE
SUPPORTED, ANY TRANSACTION INCONSISTENT WITH THIS AGREEMENT OR THE AMENDED PLAN,
SHALL NOT HAVE FILED ANY PLAN THAT IS NOT THE AMENDED PLAN AND SHALL NOT HAVE
BEEN AGREED TO, CONSENTED TO, PROVIDED ANY SUPPORT TO, SOLICITED OR ENCOURAGED,
PARTICIPATED IN THE FORMULATION OF, OR VOTED FOR ANY TRANSACTION OR PLAN OF
REORGANIZATION OR LIQUIDATION OTHER THAN THE AMENDED PLAN, OR ANY MOTION OR
OTHER FILING SEEKING DISMISSAL OF THE DEBTORS' CHAPTER 11 CASES, THE APPOINTMENT
OF A TRUSTEE OR EXAMINER IN THE DEBTORS' CHAPTER 11 CASES OR THE CONVERSION OF
THE DEBTORS' CHAPTER 11 CASES TO CASES UNDER CHAPTER 7 OF THE BANKRUPTCY CODE (A
"COMPETING TRANSACTION").
(C)
CONFIRMATION ORDER.
AN ORDER OF THE BANKRUPTCY COURT CONFIRMING
THE AMENDED PLAN (THE "CONFIRMATION ORDER") SHALL HAVE BEEN ENTERED AND SUCH
ORDER SHALL BE NON-APPEALABLE, SHALL NOT HAVE BEEN APPEALED WITHIN TEN (10) DAYS
OF ENTRY OR, IF SUCH ORDER IS APPEALED, SHALL NOT HAVE BEEN STAYED PENDING
APPEAL, AND THERE SHALL NOT HAVE BEEN ENTERED BY ANY COURT OF COMPETENT
JURISDICTION ANY REVERSAL, MODIFICATION OR VACATUR, IN WHOLE OR IN PART, OF THE
CONFIRMATION ORDER.
(D)
DISCLOSURE STATEMENT, AMENDED PLAN AND CONFIRMATION ORDER.
(I)
THE DISCLOSURE STATEMENT AND THE AMENDED PLAN SHALL NOT CONFLICT WITH AND SHALL
BE CONSISTENT WITH THE TERM SHEET AND THE REPRESENTATIONS, WARRANTIES AND
COVENANTS MADE BY THE COMPANY HEREUNDER AND (II) THE FINANCIAL CONDITIONS TO
CLOSING SET FORTH IN THE TERM SHEET SHALL HAVE BEEN SATISFIED.
(E)
CONDITIONS TO CONFIRMATION.
THE CONDITIONS TO CONFIRMATION AND
THE CONDITIONS TO THE EFFECTIVE DATE OF THE AMENDED PLAN SHALL HAVE BEEN
SATISFIED OR WAIVED BY THE INVESTOR AND THE COMPANY IN ACCORDANCE WITH THE
AMENDED PLAN, AND THE EFFECTIVE DATE SHALL HAVE OCCURRED OR WILL OCCUR ON THE
CLOSING DATE.
(F)
[RESERVED]
(G)
RIGHTS OFFERING.
THE EXPIRATION TIME SHALL HAVE OCCURRED.
(H)
PURCHASE NOTICE.
THE INVESTOR SHALL HAVE RECEIVED A PURCHASE
NOTICE IN ACCORDANCE WITH SECTION 1(E) FROM THE COMPANY, DATED AS OF THE
DETERMINATION DATE, CERTIFYING AS TO THE NUMBER OF UNSUBSCRIBED SHARES TO BE
PURCHASED PURSUANT TO THE BACKSTOP COMMITMENT.
(I)
VALID ISSUANCE.
THE NEW COMMON STOCK SHALL BE, UPON PAYMENT OF
THE AGGREGATE PURCHASE PRICE AS PROVIDED HEREIN, VALIDLY ISSUED, FULLY PAID,
NON-ASSESSABLE AND FREE AND CLEAR OF ALL