SHEET AND THIS AGREEMENT; (III) WILL VOTE AGAINST ANY
RESTRUCTURING WORKOUT OR PLAN OF REORGANIZATION RELATING TO CURATIVE OTHER THAN
THE PLAN; AND (IV) WILL NOT DIRECTLY OR INDIRECTLY SEEK, SOLICIT, SUPPORT,
ENCOURAGE, VOTE FOR, CONSENT
2
to, or participate in the negotiation or formulation of (x) any plan of
reorganization, proposal, offer, dissolution, winding up, liquidation,
reorganization, merger, or restructuring for the Company other than the Plan,
(y) any disposition outside of the Plan of all or any substantial portion of the
assets of the Company, or (z) any other action that is inconsistent with, or
that would delay or obstruct the proposal, solicitation, confirmation, or
consummation of, the Plan.
2.
FORBEARANCE.
AS LONG AS THIS AGREEMENT HAS NOT BEEN TERMINATED
PURSUANT TO SECTION 7 HEREOF, EACH OF THE SUPPORTING NOTEHOLDERS AGREES TO
FORBEAR FROM (A) EXERCISING REMEDIES WITH RESPECT TO ANY OF CURATIVE'S DEFAULTS
AND EVENT OF DEFAULTS ARISING, OR WHICH MAY ARISE, UNDER THE INDENTURE FOR THE
SENIOR NOTES (THE "INDENTURE"), AND WILL NOT INSTRUCT THE INDENTURE TRUSTEE TO
TAKE ANY ENFORCEMENT OR OTHER ACTIONS AGAINST CURATIVE WITH RESPECT TO THE
INDENTURE, AND WILL TAKE ALL COMMERCIALLY REASONABLE ACTIONS TO OPPOSE AND
OBJECT TO, AND WILL NOT SUPPORT, ANY PERSON IN TAKING ANY ACTION TO EXERCISE
REMEDIES UNDER OR WITH RESPECT TO THE INDENTURE, AND (B) FILING, OR JOINING,
SEEKING, SOLICITING, SUPPORTING, ENCOURAGING OR ASSISTING A THIRD PARTY TO FILE,
AN INVOLUNTARY BANKRUPTCY PETITION AGAINST CURATIVE.
3.
PROPOSAL OF PLAN.
THE COMPANY (A) REPRESENTS TO EACH SUPPORTING
NOTEHOLDER INDIVIDUALLY THAT IT IS THEIR PRESENT INTENTION TO PROMPTLY AND
DILIGENTLY (I) INITIATE THE CHAPTER 11 CASES UPON FULFILLMENT OF THE CONDITIONS
PRECEDENT TO THE COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT; (II) PREPARE AND
DELIVER THE PLAN, THE DISCLOSURE STATEMENT IN RESPECT OF THE PLAN, AND OTHER
NECESSARY OR APPROPRIATE REORGANIZATION DOCUMENTS CONTAINING TERMS AND
CONDITIONS CONSISTENT WITH THE TERM SHEET; (III) SOLICIT ACCEPTANCES OF THE PLAN
BY MEANS OF THE DISCLOSURE STATEMENT IN ACCORDANCE WITH THE SOLICITATION
STANDARDS; AND (IV) ACHIEVE THE CONFIRMATION AND CONSUMMATION OF SUCH PLAN; AND
(B) AGREE, AS LONG AS THIS AGREEMENT HAS NOT BEEN TERMINATED PURSUANT TO
SECTION 7 HEREOF, TO USE THEIR REASONABLE BEST EFFORTS, SUBJECT TO THEIR
FIDUCIARY DUTY TO EQUITYHOLDERS AND CREDITORS, TO PROMPTLY AND DILIGENTLY CARRY
OUT, AND OPPOSE ANY EFFORTS TO PREVENT, THE ACTIONS DESCRIBED IN SECTION (A) OF
THIS SENTENCE.
4.
NO SOLICITATION.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, NOTHING IN THIS AGREEMENT IS INTENDED TO BE OR CONSTITUTE, AND
NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO BE OR CONSTITUTE, A SOLICITATION OF
ANY VOTE OR ANY AGREEMENT TO VOTE FOR ANY PLAN OF REORGANIZATION.
5.
RESTRICTIONS ON TRANSFER.
AS LONG AS THIS AGREEMENT HAS NOT BEEN
TERMINATED PURSUANT TO SECTION 7 HEREOF AND THE CONFIRMATION AND EFFECTIVE DATE
OF THE PLAN HAVE NOT OCCURRED, NO SUPPORTING NOTEHOLDER MAY, DIRECTLY OR
INDIRECTLY, SELL, ASSIGN, TRANSFER, HYPOTHECATE, GRANT ANY OPTION OR RIGHT TO
ACQUIRE, OR OTHERWISE DISPOSE OF (EACH, A "TRANSFER") ALL OR ANY PORTION OF