CONSTITUTE (WITH
DUE NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT UNDER ANY MATERIAL CONTRACTUAL
OBLIGATIONS TO WHICH IT (AND, IN THE CASE OF THE COMPANY, ANY OF ITS AFFILIATES)
IS A PARTY OR UNDER ITS CERTIFICATE OF INCORPORATION, BYLAWS OR OTHER GOVERNING
INSTRUMENTS;
(IV)
THE EXECUTION, DELIVERY AND PERFORMANCE BY IT
OF THIS AGREEMENT DO NOT AND SHALL NOT REQUIRE ANY REGISTRATION OR FILING WITH,
THE CONSENT OR APPROVAL OF, NOTICE TO, OR ANY OTHER ACTION WITH RESPECT TO, ANY
FEDERAL, STATE OR OTHER GOVERNMENTAL AUTHORITY OR REGULATORY BODY, EXCEPT FOR
(A) THE REGISTRATION UNDER THE SECURITIES ACT OF THE SHARES OF THE COMMON STOCK
TO BE ISSUED IN THE EXCHANGE OFFER AND SUCH CONSENTS, APPROVALS, AUTHORIZATIONS,
REGISTRATIONS OR QUALIFICATIONS AS MAY BE REQUIRED UNDER THE STATE SECURITIES OR
BLUE SKY LAWS IN CONNECTION WITH THE ISSUANCE OF THOSE SHARES, (B) SUCH OTHER
FILINGS AS MAY BE NECESSARY OR REQUIRED BY THE COMMISSION, AND (C) ANY FILINGS
REQUIRED UNDER THE HSR ACT;
(V)
IN THE CASE OF EACH OF THE CONCURRING
NOTEHOLDERS, ASSUMING THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE
COMPANY, AND IN THE CASE OF THE COMPANY, ASSUMING THE DUE EXECUTION AND DELIVERY
OF THIS AGREEMENT BY EACH OF THE CONCURRING NOTEHOLDERS, THIS AGREEMENT IS THE
LEGALLY VALID AND BINDING OBLIGATION OF IT, ENFORCEABLE AGAINST IT IN ACCORDANCE
WITH ITS TERMS, EXCEPT AS MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, OR SIMILAR
LAWS, OR BY EQUITABLE PRINCIPLES RELATING TO OR LIMITING CREDITORS' RIGHTS
GENERALLY; AND
(VI)
IT HAS BEEN REPRESENTED BY COUNSEL IN
CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
(B)
EACH OF THE CONCURRING NOTEHOLDERS FURTHER
REPRESENTS AND WARRANTS TO THE OTHER SIGNATORIES TO THIS AGREEMENT THAT:
(I)
AS OF THE DATE OF THIS AGREEMENT, SUCH
CONCURRING NOTEHOLDER IS THE BENEFICIAL OWNER OF, OR THE INVESTMENT ADVISER OR
MANAGER FOR THE BENEFICIAL OWNERS OF, THE PRINCIPAL AMOUNT AT MATURITY OF THE
NOTES, SET FORTH OPPOSITE SUCH CONCURRING NOTEHOLDER'S NAME ON SCHEDULE B
HERETO, WITH THE POWER AND AUTHORITY TO VOTE AND DISPOSE OF SUCH NOTES;
(II)
SUCH CONCURRING NOTEHOLDER HAS REVIEWED,
OR HAS HAD THE OPPORTUNITY TO REVIEW, WITH THE ASSISTANCE OF PROFESSIONAL AND
LEGAL ADVISORS OF ITS CHOOSING, SUFFICIENT INFORMATION NECESSARY FOR SUCH
CONCURRING NOTEHOLDER TO DECIDE TO TENDER ITS NOTES PURSUANT TO THE EXCHANGE
OFFER AND TO ACCEPT THE PROPOSED TERMS OF THE PREPACKAGED PLAN AS SET FORTH IN
THE TERM SHEET; AND
(III)
AS OF THE DATE OF THIS AGREEMENT, SUCH
CONCURRING NOTEHOLDER IS NOT AWARE OF ANY EVENT THAT, DUE TO ANY FIDUCIARY OR
SIMILAR DUTY TO ANY OTHER PERSON, WOULD PREVENT IT FROM TAKING ANY ACTION
REQUIRED OF IT UNDER THIS AGREEMENT.
9
9.
[INTENTIONALLY OMITTED.]
10.
PREPARATION OF RESTRUCTURING DOCUMENTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE
OBLIGATIONS OF THE SIGNATORIES TO THIS AGREEMENT SHALL BE SUBJECT TO THE
PREPARATION OF DEFINITIVE DOCUMENTS (IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO EACH OF THE PARTIES HERETO AND THEIR RESPECTIVE COUNSEL)
RELATING TO