SUBJECT TO THE FOLLOWING
PROVISO, THE "FORBEARANCE TERMINATION DATE"); PROVIDED, THAT THE FORBEARANCE
TERMINATION DATE SHALL BE AUTOMATICALLY ACCELERATED TO THE DATE OF THE EARLIEST
TO
OCCUR OF ANY OF THE FOLLOWING EVENTS: (A) THE OCCURRENCE AFTER THE DATE HEREOF
OF ANY DEFAULT OR EVENT OF DEFAULT OTHER THAN THE DESIGNATED EVENTS OF DEFAULT,
(B) THE FAILURE OF THE BORROWER OR ANY OF THE OTHER CREDIT PARTIES TO COMPLY
WITH ANY TERM, COVENANT OR PROVISION SET FORTH IN THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, THOSE SET FORTH IN SECTION 1.02 AND SECTION IV HEREOF, (C)
THE OCCURRENCE AFTER THE DATE HEREOF OF ANY PAYMENT BY OR ON BEHALF OF THE
BORROWER OF ANY INTEREST OR OTHER AMOUNTS (WHETHER IN CASH, BY CAPITALIZING SUCH
INTEREST OR OTHER AMOUNTS OR OTHERWISE) TO THE HOLDERS OF (X) THE SPINCO SENIOR
NOTES OR (Y) THE 13 1/8% SENIOR NOTES ISSUED BY THE BORROWER PURSUANT TO THE
INDENTURE, DATED AS OF JULY 29, 2009, BETWEEN THE BORROWER AND U.S. BANK
NATIONAL ASSOCIATION, AS TRUSTEE, (D) THE OCCURRENCE AFTER THE DATE HEREOF OF
ANY PAYMENT BY OR ON BEHALF OF THE BORROWER OF ANY AMOUNTS PAYABLE UNDER OR IN
RESPECT OF ANY SECURED INTEREST RATE AGREEMENT AND (E) THE DATE THAT ANY OF THE
CREDIT PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES JOINS IN, ASSISTS,
COOPERATES OR PARTICIPATES AS AN ADVERSE PARTY OR ADVERSE WITNESS IN ANY SUIT OR
OTHER PROCEEDING AGAINST THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE
LENDERS OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR
ANY LENDER RELATING TO THE OBLIGATIONS OR IN RESPECT OF ANY AMOUNTS OWING UNDER
OR IN CONNECTION WITH THE CREDIT AGREEMENT, THE OTHER CREDIT DOCUMENTS, THIS
AGREEMENT OR ANY DOCUMENTS, AGREEMENTS OR INSTRUMENTS EXECUTED IN CONNECTION
THEREWITH.
ON AND AFTER THE FORBEARANCE TERMINATION DATE, THE ADMINISTRATIVE
AGENT, THE COLLATERAL AGENT AND EACH OF THE LENDERS PARTY HERETO MAY PROCEED TO
ENFORCE ANY AND/OR ALL OF THEIR RIGHTS AND REMEDIES UNDER OR IN RESPECT OF THE
CREDIT AGREEMENT, THE OTHER CREDIT DOCUMENTS AND APPLICABLE LAW, INCLUDING,
WITHOUT LIMITATION, THE RIGHT TO REQUIRE THAT THE BORROWER REPAY IMMEDIATELY ANY
AMOUNTS THEN DUE AND OWING TO THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND
THE LENDERS WITHOUT THE GIVING OF NOTICE OR THE EXPIRATION OF ANY APPLICABLE
GRACE PERIOD.
1.02
NO BORROWINGS OR CONVERSIONS TO EURODOLLAR LOANS; DEFAULT INTEREST.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE CREDIT AGREEMENT OR
ANY OTHER CREDIT DOCUMENT, THE CREDIT PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT,
ON AN AFTER THE DATE HEREOF, (I) LOANS WILL NO LONGER BE AVAILABLE TO THE
BORROWER AND MAY NOT BE REQUESTED, (II) NO OUTSTANDING LOANS MAY BE CONVERTED TO
A EURODOLLAR LOAN, (III) EACH EURODOLLAR LOAN SHALL BE CONVERTED TO A BASE RATE
LOAN AT THE END OF THE INTEREST PERIOD APPLICABLE THERETO AND (IV) IN ACCORDANCE
WITH SECTION 1.08(C) OF THE CREDIT AGREEMENT, INTEREST IN RESPECT OF ALL OVERDUE
AMOUNTS PAYABLE UNDER THE CREDIT AGREEMENT (INCLUDING, WITHOUT LIMITATION,
AMOUNTS OVERDUE AS A RESULT OF THE SEPTEMBER