THE TERMS AND CONDITIONS OF THIS
AGREEMENT, THE COMPANY SHALL USE ITS BEST EFFORTS TO TAKE ALL NECESSARY ACTION
TO EFFECT A RESTRUCTURING OF ITS BOARD OF DIRECTORS CONCURRENTLY AND IN
CONNECTION WITH AND CONDITIONED UPON THE CONSUMMATION OF THE RESTRUCTURING ON
THE TERMS SET FORTH IN THE TERM SHEET.
(D)
THE COMPANY FURTHER AGREES THAT IT WILL NOT
OBJECT TO, OR OTHERWISE COMMENCE ANY PROCEEDING TO OPPOSE THE RESTRUCTURING AND
SHALL NOT TAKE ANY ACTION THAT IS INCONSISTENT WITH, OR THAT WOULD UNREASONABLY
DELAY THE CONSUMMATION OF, THE RESTRUCTURING.
(E)
NOTHING IN THIS AGREEMENT SHALL BE DEEMED
TO PREVENT THE COMPANY FROM TAKING, OR FAILING TO TAKE, ANY ACTION THAT IT IS
OBLIGATED TO TAKE (OR FAIL TO TAKE) IN THE PERFORMANCE OF ANY FIDUCIARY OR
SIMILAR DUTY WHICH THE COMPANY OWES TO ANY OTHER PERSON; IT BEING UNDERSTOOD AND
AGREED THAT IF ANY SUCH ACTION (OR FAILURE TO ACT) RESULTS IN (I) AN ALTERATION
OF THE TERMS OF THE RESTRUCTURING NOT PERMITTED BY SECTION 6 OR (II) THE COMPANY
GIVING WRITTEN NOTICE OF ITS INTENT TO TERMINATE THIS AGREEMENT PURSUANT TO
SECTION 7(A)(V), THIS AGREEMENT AND ALL OF THE OBLIGATIONS AND UNDERTAKINGS OF
THE PARTIES SET FORTH IN THIS AGREEMENT, OTHER THAN THE OBLIGATIONS OF THE
COMPANY CONTAINED IN SECTION 9, SHALL TERMINATE AND EXPIRE.
4.
CONCURRING NOTEHOLDERS' OBLIGATIONS TO
SUPPORT THE RESTRUCTURING.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND SO LONG AS THIS AGREEMENT REMAINS IN EFFECT AS BETWEEN THE COMPANY
AND A CONCURRING NOTEHOLDER:
(A)
CONCURRING NOTEHOLDER AGREES, IN CONNECTION
WITH AND CONDITIONED UPON CONSUMMATION OF THE RESTRUCTURING UPON THE TERMS SET
FORTH IN THE TERM SHEET, TO:
(I) TENDER ITS NOTES PURSUANT TO AND IN ACCORDANCE
WITH THE EXCHANGE OFFER AND THE OTHER TERMS AND CONDITIONS OF THE TERM SHEET
WITHIN TEN (10) DAYS FOLLOWING THE DATE HEREOF; (II) GRANT ITS CONSENT PURSUANT
TO THE CONSENT SOLICITATION AND AGREE TO THE INDENTURE AMENDMENT; (III) WITHDRAW
ITS BALLOT REJECTING THE PREPACKAGED PLAN AND, IF NECESSARY, FILE A PLEADING TO
EVIDENCE SUCH WITHDRAWAL (IN ANY EVENT, CONCURRING NOTEHOLDER'S SIGNATURE TO
THIS AGREEMENT SHALL BE DEEMED TO BE CONCLUSIVE EVIDENCE OF CONCURRING
NOTEHOLDER'S WITHDRAWAL OF SUCH BALLOT); (IV) VOTE TO REJECT ANY PLAN OF
REORGANIZATION FOR THE COMPANY THAT DOES NOT CONTAIN THE TERMS OF THE
RESTRUCTURING SUBSTANTIALLY AS SET FORTH IN THE TERM SHEET; AND (V) SUBJECT TO
THE TERMS OF THE TERM SHEET, NOT TO WITHDRAW OR REVOKE ANY OF THE FOREGOING
UNLESS AND UNTIL THIS AGREEMENT IS TERMINATED IN ACCORDANCE WITH ITS TERMS.
EACH CONCURRING NOTEHOLDER ACKNOWLEDGES THAT BY TENDERING
4
ITS NOTES IN THE EXCHANGE OFFER, IT WILL BE DEEMED TO HAVE (A) DELIVERED THE
CONSENTS REQUIRED IN THE CONSENT SOLICITATION FOR THE INDENTURE AMENDMENT AND
(B) ACCEPTED THE PREPACKAGED PLAN.
(B)
EACH CONCURRING NOTEHOLDER AGREES, SO LONG
AS THIS AGREEMENT REMAINS IN EFFECT, NOT TO TRANSFER ANY OF THE NOTES HELD BY
IT, IN WHOLE OR IN PART, UNLESS THE TRANSFEREE AGREES IN WRITING TO BE BOUND BY
THE