THE TERMINATION OF THIS AGREEMENT
PURSUANT TO SECTION 6 BELOW (THE "FORBEARANCE PERIOD"), IT SHALL NOT SELL,
PLEDGE, HYPOTHECATE, LOAN OR OTHERWISE TRANSFER ANY CLAIMS EXCEPT TO A PURCHASER
OR OTHER ENTITY WHO AGREES PRIOR TO SUCH TRANSFER TO BE BOUND BY ALL OF THE
TERMS OF THIS AGREEMENT WITH RESPECT TO THE RELEVANT CLAIMS BEING TRANSFERRED TO
SUCH PURCHASER.
THIS AGREEMENT SHALL IN NO WAY BE CONSTRUED TO PRECLUDE ANY
PARTY FROM ACQUIRING ADDITIONAL CLAIMS; PROVIDED, HOWEVER, THAT ANY SUCH
ADDITIONAL CLAIMS SHALL AUTOMATICALLY BE DEEMED TO BE SUBJECT TO ALL OF THE
TERMS OF THIS AGREEMENT.
SILVER POINT FINANCE AGREES
TO NOTIFY THE COMPANY
WITHIN FIVE (5) BUSINESS DAYS IF THE SILVER POINT ENTITIES BENEFICIALLY OWN, IN
THE AGGREGATE, LESS THAN 331¤3% OF THE SECURED CLAIMS.
(B)
EACH OF THE SILVER POINT ENTITIES AND THE OTHER SECURED CLAIMHOLDERS
FURTHER COVENANTS THAT, DURING THE FORBEARANCE PERIOD, IT WILL (I) NOT FILE A
NOTICE OF DEFAULT OR TAKE ANY OTHER ACTION TO COLLECT ON THE CLAIMS FROM THE
DEBTORS, INCLUDING, WITHOUT LIMITATION, INSTRUCTING THE TRUSTEE OF THE NOTES ON
HOW TO PROCEED IN THE EXERCISE OF ANY AND ALL REMEDIES WITH RESPECT TO THE
DEBTORS, (II) GIVE INSTRUCTIONS TO THE TRUSTEE, IF AND WHEN REASONABLY
APPROPRIATE, TO DESIST FROM TAKING ACTION THAT IS INCONSISTENT WITH THIS
AGREEMENT OR THE RESTRUCTURING; AND (III) NOT EXERCISE THE RIGHTS GRANTED UNDER
SECTION 11 OF THE CREDIT AGREEMENT.
THIS AGREEMENT SHALL NOT CONSTITUTE AN
AGREEMENT TO FORBEAR FROM TAKING ACTION AGAINST THE NON-DEBTOR SUBSIDIARIES.
(C)
THE SILVER POINT ENTITIES, THE OTHER SECURED CLAIMHOLDERS, AND EACH MEMBER
OF THE GRANITE GROUP AGREES TO USE ITS COMMERCIALLY REASONABLE EFFORTS TO (I)
SUPPORT AND COMPLETE THE RESTRUCTURING, (II) DO ALL THINGS REASONABLY NECESSARY
AND APPROPRIATE IN FURTHERANCE THEREOF, AND TO USE ITS COMMERCIALLY REASONABLE
EFFORTS TO COMPLETE THE SAME AS PROMPTLY AS POSSIBLE, INCLUDING, WITHOUT
LIMITATION, TAKING ALL STEPS NECESSARY AND DESIRABLE TO OBTAIN AN ORDER OF THE
BANKRUPTCY COURT CONFIRMING THE PLAN AS EXPEDITIOUSLY AS POSSIBLE UNDER THE
BANKRUPTCY CODE AND OTHER APPLICABLE LAW, AND OBTAIN ANY AND ALL REQUIRED
REGULATORY AND/OR THIRD-PARTY APPROVALS FOR THE RESTRUCTURING.
(D)
EACH PARTY HEREBY FURTHER COVENANTS AND AGREES TO NEGOTIATE THE DEFINITIVE
DOCUMENTS RELATING TO THE RESTRUCTURING, INCLUDING, WITHOUT LIMITATION, ALL
DOCUMENTS, MOTIONS, AND ORDERS PERTAINING TO THE CHAPTER 11 CASES, IN GOOD
FAITH.
THE COMPANY SHALL KEEP SILVER POINT FINANCE APPRISED OF ANY DISCUSSIONS,
NEGOTIATIONS OR MEETINGS WITH: ANY OFFICIAL COMMITTEE APPOINTED PURSUANT TO
SECTION 1102 OF THE BANKRUPTCY CODE; TWENTIETH CENTURY FOX FILM CORPORATION AND
ANY OF ITS AGENTS OR AFFILIATES; HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
AND ANY OF ITS AGENTS AND AFFILIATES; GOLDEN TREE ASSET MANAGEMENT, LP AND ANY
OF ITS AGENTS OR AFFILIATES; THE WB/CBS ENTITIES AND ANY OF THEIR AGENTS OR
AFFILIATES; ANY PARTIES TO AN AFFILIATION AGREEMENT WITH A MEMBER OF THE GRANITE
GROUP AND ANY OF SUCH PARTIES' AGENTS; ANY CREDITOR WHO HOLDS A CLAIM HAVING A
FACE AMOUNT OF MORE THAN $3 MILLION; AND ANY INTEREST HOLDER WHO HOLDS