Common use of Confirmation Order Clause in Contracts

Confirmation Order. The Bankruptcy Court shall have entered a final order (the “Confirmation Order”) confirming a Chapter 11 plan of reorganization for the Debtors (as amended, supplemented or modified, or with any of the terms or conditions thereof waived, in each case as described below, the “Plan”) in accordance with Section 1129 of the Bankruptcy Code, which plan shall be substantially as set forth in the plan dated July 20, 2010 (together with all exhibits and other attachments thereto, as any of the foregoing shall be amended, modified or supplemented from time to time or any of the terms or conditions thereof waived (with the consent of the Required Lenders with respect to any amendment, modification, supplement or waiver that is adverse in any material respect to the Lenders), the “Plan Documents”), or otherwise reasonably satisfactory to the Required Lenders. The Confirmation Order shall approve the transactions contemplated by Term Facility, shall be in full force and effect and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that is materially adverse to the rights or interests of the Lenders (unless otherwise reasonably satisfactory to the Required Lenders). The Plan shall have, or contemporaneous with the release of the Escrow Property the Plan shall, become effective. Further, either (i) the settlement of certain diacetyl claims as set forth in the settlement agreement (the “Settlement Agreement”), a copy of which is annexed to the motion filed with the Bankruptcy Court on July 29, 2010 (the “Settlement Motion”), shall have been approved, without material modification (it being understood that modifications contemplated under and in accordance with Section 3.3 of the Settlement Agreement are not material), by an order of the Bankruptcy Court (the “Settlement Order”) and both (x) the Settlement Agreement shall remain in full force and effect, without a right of the Borrower to terminate the Settlement Agreement in accordance with Section 4.2 thereof and (y) the Settlement Order shall not be reversed, vacated or stayed or (ii) claims that were the subject of the Settlement Agreement in an amount and number such that (if such amount and number of claimants had accepted the Settlement Agreement) the Borrower would not have had the right to terminate the Settlement Agreement in accordance with Section 4.2 thereof, shall have been (A) estimated, for purposes of creating a cash reserve that will provide the sole source of recovery for such estimated claims, and/or (B) settled pursuant to settlement agreements in full force and effect, with such settlements and estimates described in clauses (A) and (B) being in an aggregate cash amount substantially consistent with (or less than) the aggregate settlement amount set forth in the Settlement Agreement and in each case being approved pursuant to one or more orders of the Bankruptcy Court (collectively, the “Estimation/Settlement Orders”), and such Estimation/Settlement Orders shall not be reversed, vacated or stayed.

Confirmation Order. The Bankruptcy Court shall have entered a final order (the “Confirmation Order”) confirming a Chapter 11 plan of reorganization for the Debtors (as amended, supplemented or modified, or with any of the terms or conditions thereof waived, in each case as described below, the “Plan”) in accordance with Section 1129 of the Bankruptcy Code, which plan shall be substantially as set forth in the plan dated July 20, 2010 (together with all exhibits and other attachments thereto, as such plan and any of the foregoing shall be amended, modified or supplemented from time to time or any of the terms or conditions thereof waived (with the consent of the Required Initial Lenders with respect to any amendment, modification, supplement or waiver that is adverse in any material respect to the Initial Lenders (it being understood that any amendment, modification, supplement or waiver that would result in an aggregate increase of more than $75 million in (w) Debt of or reinstated liquidated claims against the Company and its Subsidiaries and/or (x) Restricted Payments by the Company and its Subsidiaries and/or (y) amounts (without duplication of amounts in clause (w)) secured by liens on assets of the Company and its Subsidiaries or (z) investments or loans by the Company and its Subsidiaries, in each case from the respective amounts therefor contemplated under the Plan and/or Disclosure Statement, each as in effect on the date of the Commitment Letter, shall be deemed (solely for purposes of this sentence) adverse in a material respect to the Initial Lenders), as reasonably determined by the Initial Lenders), the “Plan Documents”), or otherwise reasonably satisfactory to the Required Initial Lenders. The Confirmation Order shall approve the transactions contemplated by Term Revolving Credit Facility, shall be in full force and effect and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that is materially adverse to the rights or interests of the Lenders (unless otherwise reasonably satisfactory to the Required Initial Lenders). The Plan shall have, or contemporaneous with the release effectiveness of the Escrow Property Revolving Credit Facility and the Plan shallInitial Extension of Credit hereunder will, become effective. Further, either (i) the settlement of certain diacetyl claims as set forth in the settlement agreement (the “Settlement Agreement”), a copy of which is annexed to the motion filed with the Bankruptcy Court on July 29, 2010 (the “Settlement Motion”), shall have been approved, without material modification (it being understood that modifications contemplated under and in accordance with Section 3.3 of the Settlement Agreement are not material), by an order of the Bankruptcy Court (the “Settlement Order”) and both (x) the Settlement Agreement shall remain in full force and effect, without a right of the Borrower Company to terminate the Settlement Agreement in accordance with Section 4.2 thereof and (y) the Settlement Order shall not be reversed, vacated or stayed or (ii) claims that were the subject of the Settlement Agreement in an amount and number such that (if such amount and number of claimants had accepted the Settlement Agreement) the Borrower Company would not have had the right to terminate the Settlement Agreement in accordance with Section 4.2 thereof, shall have been (A) estimated, for purposes of creating a cash reserve that will provide the sole source of recovery for such estimated claims, and/or (B) settled pursuant to settlement agreements in full force and effect, with such settlements and estimates described in clauses (A) and (B) being in an aggregate cash amount substantially consistent with (or less than) the aggregate settlement amount set forth in the Settlement Agreement and in each case being approved pursuant to one or more orders of the Bankruptcy Court (collectively, the “Estimation/Settlement Orders”), and such Estimation/Settlement Orders shall not be reversed, vacated or stayed.

Confirmation Order. (i) The Cable Venture shall use its commercially reasonable efforts to obtain approval of the Confirmation Order and any other Order of the Bankruptcy Court necessary to authorize and consummate the Transactions as promptly as practicable. (ii) The Cable Venture shall use its commercially reasonable efforts to cause the Confirmation Order to provide, among other things: (A) provide that the Plan has been proposed in good faith and not by any means forbidden by law; (B) provide that the Buyer, and its Affiliates, members, equity holders, partners and professionals, are released from any claim of any party related to the Sellers, the business of the Companies or the Chapter 11 Case, except as otherwise set forth in this Agreement; (C) approve the sale of the Acquired Interests on the terms and conditions set forth in this Agreement and authorize the Cable Venture and Century to proceed with this transaction and the Cable Venture and Century to comply with their respective obligations under this Agreement; (D) provide for the payment by the Buyer of ordinary course of business post-petition trade payables and accrued expenses incurred by the Cable Venture according to the normal and customary terms applicable to such payments and expenses; (E) state that any objections timely filed with respect to the Plan, which have not been withdrawn, are overruled or the interests of such objections have been otherwise satisfied or adequately provided for by the Bankruptcy Court; (F) find that the Purchase Price represents fair value for the Acquired Interests; (G) find that the Plan is in the best interests of the Cable Venture’s estates and creditors; (H) provide that the Bankruptcy Court shall have entered a final order (the “Confirmation Order”) confirming a Chapter 11 plan of reorganization retain jurisdiction for the Debtors (as amended, supplemented or modified, or with any purpose of enforcing the terms or conditions thereof waived, in each case as described belowprovisions of this Agreement, the “Confirmation Order and the Plan”; (I) in accordance authorize the Cable Venture and Century to execute, deliver, perform under, consummate and implement this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing; (J) find that, pursuant to Section 1129 1146(c) of the Bankruptcy Code, which the within transaction is “in contemplation of a plan or plans of reorganization to be confirmed by the Bankruptcy Court,” and as such shall be substantially free and clear of any and all transfer tax, stamp tax or similar Taxes; (K) provide that all equity or equity-based compensation, and any documents and agreements relating thereto, and all other Interests (as defined in the Bankruptcy Code) in the Cable Venture will be canceled, and all obligations of the Cable Venture and any Affiliates of the Cable Venture under or in respect of them will be terminated; (L) find that the Buyer is a “good faith” purchaser entitled to the protection afforded thereby under section 363(m) of the Bankruptcy Code; (M) provide that Adelphia, its Affiliates, and any official committee and its professionals appointed in the bankruptcy cases of Adelphia or any of its Affiliates shall be bound by the obligations of the Sellers set forth in Section 7.1(b) and Section 7.16; and (N) find that the plan dated July 20, 2010 (together with all exhibits and other attachments thereto, as any Buyer has not acted in violation of Section 363(n) of the foregoing shall be amended, modified or supplemented from time to time or any of the terms or conditions thereof waived Bankruptcy Code. (with the consent of the Required Lenders with respect to any amendment, modification, supplement or waiver that is adverse in any material respect to the Lenders), the “Plan Documents”), or otherwise reasonably satisfactory to the Required Lenders. iii) The Confirmation Order shall approve and authorize the transactions contemplated by Term Facility, shall be in full force and effect and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that is materially adverse to the rights or interests assumption of the Lenders (unless otherwise reasonably satisfactory to the Required Lenders). The Plan shall have, or contemporaneous with the release of the Escrow Property the Plan shall, become effective. Further, either (i) the settlement of certain diacetyl claims as set forth in the settlement agreement (the “Settlement Agreement”), a copy of which is annexed to the motion filed with the Bankruptcy Court on July 29, 2010 (the “Settlement Motion”), shall have been approved, without material modification (it being understood that modifications contemplated under and in accordance with Section 3.3 of the Settlement Agreement are not material), by an order of the Bankruptcy Court (the “Settlement Order”) and both (x) the Settlement Agreement shall remain in full force and effect, without a right of the Borrower to terminate the Settlement Agreement in accordance with Section 4.2 thereof and (y) the Settlement Order shall not be reversed, vacated or stayed or (ii) claims that were the subject of the Settlement Agreement in an amount and number such that (if such amount and number of claimants had accepted the Settlement Agreement) the Borrower would not have had the right to terminate the Settlement Agreement in accordance with Section 4.2 thereof, shall have been (A) estimated, for purposes of creating a cash reserve that will provide the sole source of recovery for such estimated claims, and/or (B) settled pursuant to settlement agreements in full force and effect, with such settlements and estimates described in clauses (A) and (B) being in an aggregate cash amount substantially consistent with (or less than) the aggregate settlement amount set forth in the Settlement Agreement and in each case being approved pursuant to one or more orders of the Bankruptcy Court (collectively, the “Estimation/Settlement Orders”), and such Estimation/Settlement Orders shall not be reversed, vacated or stayedAssumed Executory Contracts.

Confirmation Order. The Bankruptcy Court shall have entered a final an order (the “Confirmation Order”) confirming a Chapter 11 the plan of reorganization for the Debtors (as amended, supplemented or modified, or with any of the terms or conditions thereof waived, in each case as described belowExisting GGPI, the “Plan”) Partnership, the LLC and the Debtor Subsidiaries in accordance with Section section 1129 of the Bankruptcy Code, which plan of reorganization shall be substantially as set forth in the plan dated July 20, 2010 (together with all exhibits and other attachments thereto, as any of the foregoing shall be amended, not have been modified or supplemented from time to time or any of the terms or conditions thereof waived (with the consent of the Required Lenders with respect to any amendment, modification, supplement or waiver that is adverse amended in any material respect manner materially adverse to the interests of Administrative Agent and Lenders), taken as a whole, from the Plan, the “Plan Documents”), or otherwise reasonably satisfactory to the Required Lenders. The Confirmation Order shall approve the transactions contemplated by Term Facility, shall be in full force and effect (without waiver of the 14 day period set forth in Bankruptcy Rule 3020(e)) as of the Closing Date and shall not be subject to a stay of effectiveness. The time to appeal, petition for certiorari or move for reargument or rehearing of the Confirmation Order shall have expired and no appeal, petition for certiorari or other proceedings for reargument or rehearing shall be pending. If an appeal, writ of certiorari, reargument or rehearing of the Confirmation Order has been sought, the Confirmation Order shall have been stayed, reversed or vacatedaffirmed by the highest court to which it has been appealed, or otherwise amended certiorari shall have been denied or modified reargument or rehearing shall have been denied or resulted in any manner that is no modification thereof materially adverse to the rights or interests of Administrative Agent and Lenders, and the Lenders (unless otherwise reasonably satisfactory time to the Required Lenders)take any further appeal, petition for certiorari or move for reargument or rehearing shall have expired. The Plan effective date of the plan of reorganization of Existing GGPI, the Partnership, the LLC and the Debtor Subsidiaries shall have, have occurred or contemporaneous shall occur substantially simultaneously with the release Closing Date and substantial consummation of such plan (including the payment of any Indebtedness as and when contemplated by the Plan) shall have occurred or shall be scheduled to occur but for the funding of the Escrow Property Loans and the Plan shalluse of proceeds thereof. The Closing (as defined in that certain Amended and Restated Cornerstone Investment Agreement effective as of March 31, become effective. Further2010, either between Existing GGPI and REP Investments LLC (i) the settlement of certain diacetyl claims as set forth in the settlement agreement (further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Settlement Cornerstone Agreement”), a copy of which is annexed to the motion filed ) shall occur concurrently with the Bankruptcy Court on July 29, 2010 (initial funding of the “Settlement Motion”), Loans and no provision of the Cornerstone Agreement shall have been approved, amended or waived in any respect materially adverse to the Lenders without material modification (it being understood that modifications contemplated under and in accordance with Section 3.3 the prior or concurrent written consent of the Settlement Agreement are Joint Lead Arrangers, such consent not material), by an order of the Bankruptcy Court (the “Settlement Order”) and both (x) the Settlement Agreement shall remain in full force and effect, without a right of the Borrower to terminate the Settlement Agreement in accordance with Section 4.2 thereof and (y) the Settlement Order shall not be reversed, vacated or stayed or (ii) claims that were the subject of the Settlement Agreement in an amount and number such that (if such amount and number of claimants had accepted the Settlement Agreement) the Borrower would not have had the right to terminate the Settlement Agreement in accordance with Section 4.2 thereof, shall have been (A) estimated, for purposes of creating a cash reserve that will provide the sole source of recovery for such estimated claims, and/or (B) settled pursuant to settlement agreements in full force and effect, with such settlements and estimates described in clauses (A) and (B) being in an aggregate cash amount substantially consistent with (or less than) the aggregate settlement amount set forth in the Settlement Agreement and in each case being approved pursuant to one or more orders of the Bankruptcy Court (collectively, the “Estimation/Settlement Orders”), and such Estimation/Settlement Orders shall not be reversed, vacated or stayedunreasonably withheld.

Confirmation Order. The Confirmation Order shall have been entered ------------------ by the Bankruptcy Court and shall have entered become a final order (the “Confirmation Final Order”) confirming a Chapter 11 plan of reorganization for the Debtors (as amended, supplemented or modified, or with any of the terms or conditions thereof waived, in each case as described below, the “Plan”) in accordance with Section 1129 of the Bankruptcy Code, which plan shall be substantially as set forth in the plan dated July 20, 2010 (together with all exhibits and other attachments thereto, as any of the foregoing shall be amended, modified or supplemented from time to time or any of the terms or conditions thereof waived (with the consent of the Required Lenders with respect to any amendment, modification, supplement or waiver that is adverse in any material respect to the Lenders), the “Plan Documents”), or otherwise reasonably satisfactory to the Required Lenders. The Confirmation Order shall approve be in form and substance reasonably satisfactory to Buyer, Sellers and Agents and shall, among other things: (a) Contain findings of fact and rulings that Buyer is a good faith purchaser and entitled to the transactions contemplated by Term Facilityprotections of Section 363(m) of the Bankruptcy Code; (b) conform with the requirements of Section 24 of the Heinz Contract and the requirements of the Bankruptcy Court order authorizing Sellers to enter into such agreement; (c) unless the Sale Order has previously been entered, as of the Plan Effective Date, terminate and release all of the liens, claims and interests in and to the Purchased Assets (other than (i) landlord liens, (ii) the rights of lessees, pursuant to Bankruptcy Code Section 365(h)(1), under any Rejected Third Party Leases relating to any such Delayed Transfer Property and (iii) Buyer Liens) except to the extent securing an Assumed Liability or arising under an Assumed Contract, under and pursuant to Section 363(f) and 1141(d) of the Bankruptcy Code; it being understood that such order (or an abstract thereof) shall be in full force and effect form suitable for filing in applicable lien records and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that is materially adverse direct the execution of appropriate title transfers and lien releases by creditors with respect to the rights transferred or interests of released property and limitations on the Lenders (unless otherwise reasonably satisfactory to the Required Lenders). The Plan shall have, or contemporaneous with the release of the Escrow Property the Plan shall, become effective. Further, either (i) the settlement of certain diacetyl claims Assumed Liabilities as set forth in this Agreement and enjoin any holder of a claim against or interest in any of the settlement agreement (the “Settlement Agreement”), a copy of which is annexed Sellers from asserting any such claim or interest against Buyer or Parent other than claims directly related to the motion filed with Assumed Liabilities or rights under the Assumed Contracts or Assumed Real Property Leases; (d) terminate each Interseller Lease relating to a parcel of Purchased Real Property or a property that is subject to an Assumed Real Property Lease, such termination to be effective as of the Closing Date; (e) unless the Sale Order has previously been entered, if the Confirmation Order is entered by the Bankruptcy Court on July 29before the Initial Assumption Date, 2010 the Confirmation Order shall also comply with the Specified Sale Order Requirements; and (f) authorize the “Settlement Motion”), shall have been approved, without material modification (it being understood assumption by Sellers and assignment to Buyer of all Assumed Real Property Leases and Assumed Contracts that modifications contemplated under are not Delayed Transfer Property as of the Confirmation Date and otherwise in accordance with Section 3.3 the terms of the Settlement Agreement are not material), by an order of the Bankruptcy Court (the “Settlement Order”) and both (x) the Settlement Agreement shall remain in full force and effect, without a right of the Borrower to terminate the Settlement Agreement in accordance with Section 4.2 thereof and (y) the Settlement Order shall not be reversed, vacated or stayed or (ii) claims that were the subject of the Settlement Agreement in an amount and number such that (if such amount and number of claimants had accepted the Settlement this Agreement) the Borrower would not have had the right to terminate the Settlement Agreement in accordance with Section 4.2 thereof, shall have been (A) estimated, for purposes of creating a cash reserve that will provide the sole source of recovery for such estimated claims, and/or (B) settled pursuant to settlement agreements in full force and effect, with such settlements and estimates described in clauses (A) and (B) being in an aggregate cash amount substantially consistent with (or less than) the aggregate settlement amount set forth in the Settlement Agreement and in each case being approved pursuant to one or more orders of the Bankruptcy Court (collectively, the “Estimation/Settlement Orders”), and such Estimation/Settlement Orders shall not be reversed, vacated or stayed.

Confirmation Order. (a) The Parties acknowledge and agree that this Agreement and the Contemplated Transactions are subject to entry of the Confirmation Order. In the event of any discrepancy between this Agreement and the Confirmation Order, the Confirmation Order shall govern. (b) Bxxxx agrees that it will promptly take such actions as are reasonably requested by the Company to assist in obtaining entry of the Confirmation Order and a finding of adequate assurance of future performance by Bxxxx, to the extent applicable, including furnishing witnesses, affidavits or other documents or information for filing with the Bankruptcy Court shall have entered a final order (the “Confirmation Order”) confirming a Chapter 11 plan of reorganization for the Debtors (as amendedpurposes, supplemented or modifiedamong others, or with any of the terms or conditions thereof waived, in each case as described below, the providing necessary assurances of performance by Buyer under this Agreement and demonstrating that Buyer is a “Plan”good faith” purchaser under Section 363(m) in accordance with Section 1129 of the Bankruptcy Code, which plan . (c) The Company and Buyer shall be substantially as set forth in the plan dated July 20, 2010 (together consult with all exhibits and other attachments thereto, as one another regarding substantive pleadings that any of the foregoing shall be amended, modified or supplemented from time them intends to time or any of the terms or conditions thereof waived (with the consent of the Required Lenders with respect to any amendment, modification, supplement or waiver that is adverse in any material respect to the Lenders), the “Plan Documents”), or otherwise reasonably satisfactory to the Required Lenders. The Confirmation Order shall approve the transactions contemplated by Term Facility, shall be in full force and effect and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that is materially adverse to the rights or interests of the Lenders (unless otherwise reasonably satisfactory to the Required Lenders). The Plan shall have, or contemporaneous with the release of the Escrow Property the Plan shall, become effective. Further, either (i) the settlement of certain diacetyl claims as set forth in the settlement agreement (the “Settlement Agreement”), a copy of which is annexed to the motion filed file with the Bankruptcy Court on July 29in connection with, 2010 or which might reasonably affect the Bankruptcy Court’s approval or modification of, as applicable, the Confirmation Order. Unless (the “Settlement Motion”), shall have i) this Agreement has been approved, without material modification (it being understood that modifications contemplated under and terminated in accordance with ARTICLE X or (ii) the Company has breached any representation or warranty or failed to comply with any covenant or agreement applicable to the Company that would cause the condition set forth in Section 3.3 9.2(a) not to be satisfied (provided such breach or failure has not been waived or cured) and Buyer is seeking to enforce its rights under this Agreement with respect to such breach or failure, Buyer shall not, without the prior written consent of the Settlement Agreement are Company (which consent may not materialbe unreasonably withheld or delayed), by an file, join in, or otherwise support in any manner whatsoever any motion or other pleading relating to the sale of the Buyer Equity Interests or any other assets of the Company or any of its Affiliates. The Company and the Buyer shall provide to the other Party draft copies of all motions, notices, statements, schedules, applications, reports and other papers such Party intends to file with the Bankruptcy Court in connection with the any order of the Bankruptcy Court (in connection with the “Settlement Order”) and both (x) Contemplated Transactions within a reasonable period of time prior to the Settlement Agreement shall remain in full force and effect, without a right date such Party intends to file any of the Borrower to terminate foregoing and consult in advance in good faith with the Settlement Agreement in accordance other Party regarding the form and substance of any such proposed filing with Section 4.2 thereof and (y) the Settlement Order shall not be reversed, vacated or stayed or (ii) claims that were Bankruptcy Court. In the subject event the entry of the Settlement Agreement in an amount and number such that (if such amount and number of claimants had accepted the Settlement Agreement) the Borrower would not have had the right to terminate the Settlement Agreement in accordance with Section 4.2 thereof, shall have been (A) estimated, for purposes of creating a cash reserve that will provide the sole source of recovery for such estimated claims, and/or (B) settled pursuant to settlement agreements in full force and effect, with such settlements and estimates described in clauses (A) and (B) being in an aggregate cash amount substantially consistent with (Confirmation Order or less than) the aggregate settlement amount set forth in the Settlement Agreement and in each case being approved pursuant to one or more orders any other Order of the Bankruptcy Court relating to this Agreement or the Contemplated Transactions shall be appealed (collectivelyor if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Confirmation Order or other such order), the “Estimation/Settlement Orders”)Company and Buyer shall use their respective commercially reasonable efforts to defend such appeal, petition or motion and obtain an expedited resolution of any such Estimation/Settlement Orders appeal, petition or motion. (d) The Company shall not be reversed, vacated or stayedrequest that the Confirmation Order entered by the Bankruptcy Court exempt the sale of the Buyer Equity Interests to Buyer under this Agreement from any Transfer Taxes.

Confirmation Order. The Bankruptcy Court shall have entered a final order (Promptly following the “Confirmation Order”) confirming a Chapter 11 plan of reorganization for Sale Hearing, Seller will cause the Debtors (as amended, supplemented or modified, or with any of the terms or conditions thereof waived, in each case as described below, the “Plan”) in accordance with Section 1129 of the Bankruptcy Code, which plan shall be substantially as set forth in the plan dated July 20, 2010 (together with all exhibits and other attachments thereto, as any of the foregoing shall be amended, modified or supplemented from time Company to time or any of the terms or conditions thereof waived (with the consent of the Required Lenders with respect to any amendment, modification, supplement or waiver that is adverse in any material respect to the Lenders), the “Plan Documents”), or otherwise reasonably satisfactory to the Required Lenders. The Confirmation Order shall approve the transactions contemplated by Term Facility, shall be in full force and effect and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that is materially adverse to the rights or interests of the Lenders (unless otherwise reasonably satisfactory to the Required Lenders). The Plan shall have, or contemporaneous with the release of the Escrow Property the Plan shall, become effective. Further, either (i) the settlement of certain diacetyl claims as set forth in the settlement agreement (the “Settlement Agreement”), a copy of which is annexed to the motion filed with the Bankruptcy Court on July 29, 2010 (the “Settlement Motion”), shall have been approved, without material modification (it being understood that modifications contemplated under and in accordance with Section 3.3 of the Settlement Agreement are not material), by seek an order of the Bankruptcy Court (the “Settlement "Confirmation Order”") confirming a Plan of Reorganization of the Company (the "Company Plan of Reorganization"). Both Buyer's and both Seller's obligations to complete the sale and purchase of the Closing Shares are conditioned upon the Bankruptcy Court's entry of the Confirmation Order. Seller agrees that each of the Company Plan of Reorganization and the Confirmation Order must be in form and substance reasonably satisfactory to Buyer and shall not be inconsistent with the provisions of this Agreement, and shall further provide for the following: (i) the Purchase Price shall be used to pay in full, as of the effective date of the Company Plan of Reorganization, all allowed pre-petition priority claims against and post-petition administrative expenses of the Company other than Company Liabilities; (ii) the portion of the Purchase Price allocated to the Riverboat Casino Assets in accordance with the Sale Order shall be used to fund the treatment provided under the Company Plan of Reorganization of allowed secured and non- priority unsecured claims against the Company; (iii) except with respect to the Company Liabilities as described in Section 3 hereof, the discharge of all secured and unsecured claims against the Company; (iv) except with respect to the Company Liabilities as described in Section 3 hereof, the issuance of an injunction in favor of Buyer, the Company and their respective properties, including the Riverboat Casino Assets, prohibiting any holder of a claim against the Company in existence as of the date immediately preceding the effective date of the Company Plan of Reorganization from taking any action to collect, assess, enforce or recover such claim; (v) provide that Buyer shall be the owner of all of the Closing Shares, which shall represent all of the issued and outstanding capital stock of the Company; (vi) ratify the findings in the Sale Order and include specific findings that: (1) reasonable opportunity to object or be heard with respect to the Confirmation Order has been afforded to all interested entities; and (2) the Bankruptcy Court retains exclusive jurisdiction to enforce the Confirmation Order; (vii) the following assets shall be excluded from the Riverboat Casino Assets (collectively, the "Excluded Assets"): (1) officer and crew personal effects; (2) all cash (including checks received prior to the close of business on the Closing Date, whether or not deposited or cleared prior to the close of business on the Closing Date) other than Included Cash; (3) all commercial paper, certificates of deposit and other bank deposits, treasury bills and other cash equivalents other than the Included Cash; (4) all rights of the Company to claims or recoveries under Chapter 5 of the United States Bankruptcy Code; (5) all contracts, leases and other agreements other than the Assumed Executory Leases and Executory Contracts; (6) all rights of Seller and/or the Company under employee benefit plans and related trusts and insurance policies and similar arrangements sponsored or maintained by Seller for current or former employees; (7) the building, improvements and tangible personal property (other than certain items of tangible personal property used in the operation of the Riverboat Casino and listed on Schedule 6(b)), located at 000 Xxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 (the "Main Office"); (8) subject to Buyer's rights under the Trademark License, all right, title and interest of Seller in the name "President," "President Riverboat Casino" and variants thereof, and all marks and logos, whether or not registered, incorporating such names or portions thereof; (9) all risk management, general ledger and fixed asset software (excluding data and related documentation), in each case which are owned, used, or licensed by Seller as licensee or licensor in connection with the Riverboat Casino ("Excluded Software"); (10) all outstanding claims arising under Seller's insurance policies prior to the Closing Date; (11) all rights to any refunds for Taxes accruing to the owner of the Riverboat Casino Assets for the period prior to and including the Closing Date, including but not limited to all claims for refund for Missouri state and local sales and use taxes, regardless whether such claims were actually filed prior to the Closing Date; (12) all inventory of food and beverages existing on the Closing Date and held for sale by the Company at the food service and dining facilities located at the Riverboat Casino ("Food Inventory"); and (13) all inventory of the Company existing on the Closing Date and held for resale to customers at the Company's gift shop located aboard the Riverboat Casino ("Gift Shop Inventory"); (viii) pursuant to Section 1141(c) of the Bankruptcy Code and other than with respect to the Assumed Liabilities, the Company shall hold the Riverboat Casino Assets free and clear of, all claims and interests of creditors to the maximum extent permitted under Section 1141(c) of the Bankruptcy Code (the "Excluded Liabilities"), and, without limiting the foregoing, the Confirmation Order shall specifically provide that the Company shall hold the Riverboat Casino Assets free and clear of each of the following (which shall be deemed to be Excluded Liabilities): (1) Liabilities for Taxes related to all Tax periods (or portions thereof) ending on or prior to the Closing; (2) Liabilities for any costs or expenses incurred arising out of or related to the administration of the Bankruptcy Case, including any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors (collectively, the "Administrative Claims"); (3) Liabilities arising out of or related to the Excluded Assets; (4) any Cure Amounts payable by Seller pursuant to Section 2(c), or (5) Liabilities of Seller under this Agreement. (ix) the assumption by the Company of the Assumed Executory Leases and Executory Contracts under Section 365 of the Bankruptcy Code; (x) the Settlement Agreement shall remain in full force and effect, without a right affirmation of each of the Borrower to terminate provisions of the Settlement Agreement in accordance with Section 4.2 thereof and Sale Order; and (yxi) the Settlement Order shall not be reversed, vacated or stayed or (ii) claims that were the subject of the Settlement Agreement in an amount and number such that (if such amount and number of claimants had accepted the Settlement Agreement) the Borrower would not have had the right to terminate the Settlement Agreement in accordance with Section 4.2 thereof, shall have been (A) estimated, for purposes of creating a cash reserve that will provide the sole source of recovery for such estimated claims, and/or (B) settled pursuant to settlement agreements in full force and effect, with such settlements and estimates described in clauses (A) and (B) being in an aggregate cash amount substantially consistent with (or less than) the aggregate settlement amount set forth in the Settlement Agreement and in each case being approved pursuant to one or more orders of retention by the Bankruptcy Court (collectively, of exclusive jurisdiction to enforce all provisions of the “Estimation/Settlement Orders”), and such Estimation/Settlement Orders shall not be reversed, vacated or stayedConfirmation Order relating to the Sale Order.

Confirmation Order. The Promptly following the Sale Hearing, Seller and the Company shall seek an order of the Bankruptcy Court shall have entered a final order (the “Confirmation Order”) confirming a Chapter 11 plan Plan of reorganization for the Debtors (as amended, supplemented or modified, or with any Reorganization of the terms or conditions thereof waived, in each case as described below, Company (the “PlanCompany Plan of Reorganization”) in accordance with Section 1129 ). Both Buyer’s and Seller’s obligations to complete the sale and purchase of the Closing Shares are conditioned upon the Bankruptcy Code, which plan shall be substantially as set forth in the plan dated July 20, 2010 (together with all exhibits and other attachments thereto, as any Court’s entry of the foregoing shall be amended, modified or supplemented from time to time or any Confirmation Order. Seller agrees that each of the terms or conditions thereof waived (with Company Plan of Reorganization and the consent of the Required Lenders with respect to any amendment, modification, supplement or waiver that is adverse Confirmation Order must be in any material respect to the Lenders), the “Plan Documents”), or otherwise form and substance reasonably satisfactory to the Required Lenders. The Confirmation Order shall approve the transactions contemplated by Term Facility, shall be in full force and effect Buyer and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that is materially adverse to the rights or interests of the Lenders (unless otherwise reasonably satisfactory to the Required Lenders). The Plan shall have, or contemporaneous be inconsistent with the release provisions of this Agreement, and shall further provide for the Escrow Property the Plan shall, become effective. Further, either following: (i) the settlement Purchase Price shall be used to pay in full, as of certain diacetyl the effective date of the Company Plan of Reorganization, all allowed pre-petition priority claims against and post-petition administrative expenses of the Company other than Company Liabilities; (ii) the portion of the Purchase Price allocated to the Riverboat Casino Assets in accordance with the Procedures Order and/or the Sale Order shall be used to fund the treatment provided under the Company Plan of Reorganization of allowed secured and non-priority unsecured claims against the Company; (iii) except with respect to the Company Liabilities as set forth described in Section 3 hereof, the discharge of all secured and unsecured claims against the Company; (iv) except with respect to the Company Liabilities as described in Section 3 hereof, the issuance of an injunction in favor of Buyer, the Company and their respective properties, including the Riverboat Casino Assets, prohibiting any holder of a claim against the Company in existence as of the date immediately preceding the effective date of the Company Plan of Reorganization from taking any action to collect, assess, enforce or recover such claim; (v) provide that Buyer shall be the owner of all of the Closing Shares, which shall represent all of the issued and outstanding capital stock of the Company; (vi) ratify the findings in the settlement agreement Sale Order and include specific findings that: (the “Settlement Agreement”), a copy of which is annexed 1) reasonable opportunity to object or be heard with respect to the motion filed with Confirmation Order has been afforded to all interested entities; and (2) the Bankruptcy Court on July 29, 2010 retains exclusive jurisdiction to enforce the Confirmation Order; (the “Settlement Motion”), shall have been approved, without material modification (it being understood that modifications contemplated under and in accordance with Section 3.3 of the Settlement Agreement are not material), by an order of the Bankruptcy Court (the “Settlement Order”) and both (xvii) the Settlement Agreement following assets shall remain in full force and effect, without a right of be excluded from the Borrower to terminate the Settlement Agreement in accordance with Section 4.2 thereof and (y) the Settlement Order shall not be reversed, vacated or stayed or (ii) claims that were the subject of the Settlement Agreement in an amount and number such that (if such amount and number of claimants had accepted the Settlement Agreement) the Borrower would not have had the right to terminate the Settlement Agreement in accordance with Section 4.2 thereof, shall have been (A) estimated, for purposes of creating a cash reserve that will provide the sole source of recovery for such estimated claims, and/or (B) settled pursuant to settlement agreements in full force and effect, with such settlements and estimates described in clauses (A) and (B) being in an aggregate cash amount substantially consistent with (or less than) the aggregate settlement amount set forth in the Settlement Agreement and in each case being approved pursuant to one or more orders of the Bankruptcy Court Riverboat Casino Assets (collectively, the “Estimation/Settlement OrdersExcluded Assets”): (1) officer and crew personal effects; (2) all cash (including checks received prior to the close of business on the Closing Date, whether or not deposited or cleared prior to the close of business on the Closing Date) other than Included Cash; (3) all commercial paper, certificates of deposit and other bank deposits, treasury bills and other cash equivalents other than the Included Cash; (4) all rights of the Company to claims or recoveries under Chapter 5 of the United States Bankruptcy Code; (5) all contracts, leases and other agreements other than the Assumed Executory Leases and Executory Contracts; (6) all rights of Seller and/or the Company under the Seller’s 401(k) plan and related trusts, insurance policies, third party administration agreements and similar arrangements sponsored by Seller for current or former employees of the Company; (7) the building, improvements and tangible personal property (other than certain items of tangible personal property used in the operation of the Riverboat Casino and listed on Schedule 6(b)), located at 000 Xxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 (the “Main Office”); (8) subject to Buyer’s rights under the Trademark License, all right, title and interest of Seller in the name “President,” “President Riverboat Casino” and variants thereof, and all marks and logos, whether or not registered, incorporating such names or portions thereof, (9) all risk management, general ledger and fixed asset software (excluding data and related documentation), in each case which are owned, used, or licensed by Seller as licensee or licensor in connection with the Riverboat Casino (“Excluded Software”); (10) With respect to the Excluded Assets, all outstanding claims arising under Seller’s insurance policies from damage to or with respect to such Excluded Assets prior to the Closing Date; (11) all rights to any refunds for Taxes accruing to the owner of the Riverboat Casino Assets for the period prior to and including the Closing Date, including but not limited to all claims for refund for Missouri state and local sales and use Taxes, regardless whether such claims were actually filed prior to the Closing Date; (12) all rights of recovery from insurers and other third parties (including those currently being pursued in a suit styled IN THE MATTER OF THE COMPLAINT OF THE AMERICAN MILLING COMPANY, UNLIMITED, H&B MARINE, INC., corporations and AMERICAN MILLING, LP, a limited partnership, FOR EXONERATION FROM, OR LIMITATION OF, LIABILITY, Case No. 4:98CV00575SNL (the “Limitation Action”), and rights to recover in a claim against American Milling Company’s excess insurer, by Winterville Marine Service and/or Captain Xxxx X. Xxxxxxx, all resulting from an allision on April 4, 1998, of the M/V Xxxx Xxxxx and her barges with the Admiral; and (13) all rights of the Company to receive restitution payments pursuant to any decree, award, judgment or other order of a court of competent jurisdiction (including but not limited to orders entered in respect of criminal law violations and settlements of contested civil matters), as listed on Schedule 6(j) under the heading “Excluded Restitution Payments.” Following the Closing, Seller shall have access upon reasonable prior notice to all papers, books and records (including electronic records) of every kind and nature pertaining to the ownership and operation of the Admiral prior to and after the allision with the Xxxx Xxxxx on April 4, 1998 to the extent necessary to prove the damages resulting therefrom; for the avoidance of doubt, such Estimation/Settlement Orders materials shall not be reversedincluded within the definition of Excluded Assets. (viii) pursuant to Section 1141(c) of the Bankruptcy Code and other than with respect to the Assumed Liabilities, vacated the Company shall hold the Riverboat Casino Assets free and clear of, all claims and interests of creditors to the maximum extent permitted under Section 1141(c) of the Bankruptcy Code (the “Excluded Liabilities”), and, without limiting the foregoing, the Confirmation Order shall specifically provide that the Company shall hold the Riverboat Casino Assets free and clear of each of the following (which shall be deemed to be Excluded Liabilities): (1) Liabilities for Taxes related to all Tax periods (or stayedportions thereof) ending on or prior to the Closing, including, without limitation, Liabilities for Taxes arising out of distribution, dividend, transfer, assignment or any other permitted disposition of any or all of the Excluded Assets prior to the Closing, regardless of whether such Taxes relate to Tax periods (or portions thereof) ending on or prior to the Closing; (2) Liabilities for any costs or expenses incurred arising out of or related to the administration of the Bankruptcy Case, including any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors (collectively, the “Administrative Claims”); (3) Liabilities arising out of or related to the Excluded Assets; (4) any Cure Amounts payable by Seller pursuant to Section 2(c), (5) Liability for salary, wages or other benefits of employees in connection with services rendered to Seller and/or the Company, including incentive payments, through the Closing Date (excluding accrued vacation pay) to the extent not accrued on Company’s books and taken into account in the determination of Net Current Assets at Closing, (6) Liabilities of Seller under this Agreement, and (7) Liabilities arising out of or related to the resignation and/or termination of the employment of the officers and directors of the Company occurring prior to or concurrently with the Closing in accordance with Section 4(t) hereof. (ix) the assumption by the Company of the Assumed Executory Leases and Executory Contracts under Section 365 of the Bankruptcy Code; (x) the affirmation of each of the provisions of the Sale Order; (xi) the retention by the Bankruptcy Court of exclusive jurisdiction to enforce all provisions of the Confirmation Order relating to the Sale Order; and (xii) provide that the effective date of the Company Plan of Reorganization shall not occur until either (a) the 60-day period provided for under Section 505(b)(2)(A)(i) of the Bankruptcy Code expires without the Missouri income Tax Returns of the Company being selected for examination in response to requests regarding such Tax Returns made in accordance with Section 8(a)(xx) hereof (i.e. for Tax periods ending February 28, 2003, February 29, 2004 and February 28, 2005), or (b) the 180-day period provided for under Section 505(b)(2)(A)(ii) of the Bankruptcy Code expires in response to requests regarding the Company’s Missouri income Tax Returns made in accordance with Section 8(a)(xx) hereof (i.e. for Tax periods ending February 28, 2003, February 29, 2004 and February 28, 2005) and Seller has made in consultation with Buyer appropriate reserves sanctioned by the Bankruptcy Court to provide for payment of any additional income Tax liability asserted against the Company.

Confirmation Order. The Bankruptcy Court shall have entered a final order (Promptly following the “Confirmation Order”) confirming a Chapter 11 plan of reorganization for Sale Hearing, Seller will cause the Debtors (as amended, supplemented or modified, or with any of the terms or conditions thereof waived, in each case as described below, the “Plan”) in accordance with Section 1129 of the Bankruptcy Code, which plan shall be substantially as set forth in the plan dated July 20, 2010 (together with all exhibits and other attachments thereto, as any of the foregoing shall be amended, modified or supplemented from time Company to time or any of the terms or conditions thereof waived (with the consent of the Required Lenders with respect to any amendment, modification, supplement or waiver that is adverse in any material respect to the Lenders), the “Plan Documents”), or otherwise reasonably satisfactory to the Required Lenders. The Confirmation Order shall approve the transactions contemplated by Term Facility, shall be in full force and effect and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that is materially adverse to the rights or interests of the Lenders (unless otherwise reasonably satisfactory to the Required Lenders). The Plan shall have, or contemporaneous with the release of the Escrow Property the Plan shall, become effective. Further, either (i) the settlement of certain diacetyl claims as set forth in the settlement agreement (the “Settlement Agreement”), a copy of which is annexed to the motion filed with the Bankruptcy Court on July 29, 2010 (the “Settlement Motion”), shall have been approved, without material modification (it being understood that modifications contemplated under and in accordance with Section 3.3 of the Settlement Agreement are not material), by seek an order of the Bankruptcy Court (the “Settlement "Confirmation Order”") confirming a Plan of Reorganization of the Company (the "Company Plan of Reorganization"). Both Buyer's and both Seller's obligations to complete the sale and purchase of the Closing Shares are conditioned upon the Bankruptcy Court's entry of the Confirmation Order. Seller agrees that each of the Company Plan of Reorganization and the Confirmation Order must be in form and substance reasonably satisfactory to Buyer and shall not be inconsistent with the provisions of this Agreement, and shall further provide for the following: (i) the Purchase Price shall be used to pay in full, as of the effective date of the Company Plan of Reorganization, all allowed pre-petition priority claims against and post-petition administrative expenses of the Company other than Company Liabilities; (ii) the portion of the Purchase Price allocated to the Riverboat Casino Assets in accordance with the Sale Order shall be used to fund the treatment provided under the Company Plan of Reorganization of allowed secured and non-priority unsecured claims against the Company; (iii) except with respect to the Company Liabilities as described in Section 3 hereof, the discharge of all secured and unsecured claims against the Company; (iv) except with respect to the Company Liabilities as described in Section 3 hereof, the issuance of an injunction in favor of Buyer, the Company and their respective properties, including the Riverboat Casino Assets, prohibiting any holder of a claim against the Company in existence as of the date immediately preceding the effective date of the Company Plan of Reorganization from taking any action to collect, assess, enforce or recover such claim; (v) provide that Buyer shall be the owner of all of the Closing Shares, which shall represent all of the issued and outstanding capital stock of the Company; (vi) ratify the findings in the Sale Order and include specific findings that: (1) reasonable opportunity to object or be heard with respect to the Confirmation Order has been afforded to all interested entities; and (2) the Bankruptcy Court retains exclusive jurisdiction to enforce the Confirmation Order; (vii) the following assets shall be excluded from the Riverboat Casino Assets (collectively, the "Excluded Assets"): (1) officer and crew personal effects; (2) all cash (including checks received prior to the close of business on the Closing Date, whether or not deposited or cleared prior to the close of business on the Closing Date) other than Included Cash; (3) all commercial paper, certificates of deposit and other bank deposits, treasury bills and other cash equivalents other than the Included Cash; (4) all rights of the Company to claims or recoveries under Chapter 5 of the United States Bankruptcy Code; (5) all contracts, leases and other agreements other than the Assumed Executory Leases and Executory Contracts; (6) all rights of Seller and/or the Company under employee benefit plans and related trusts and insurance policies and similar arrangements sponsored or maintained by Seller for current or former employees; (7) the building, improvements and tangible personal property (other than certain items of tangible personal property used in the operation of the Riverboat Casino and listed on Schedule 6(b)), located at 000 Xxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 (the "Main Office"); (8) subject to Buyer's rights under the Trademark License, all right, title and interest of Seller in the name "President," "President Riverboat Casino" and variants thereof, and all marks and logos, whether or not registered, incorporating such names or portions thereof; (9) all risk management, general ledger and fixed asset software (excluding data and related documentation), in each case which are owned, used, or licensed by Seller as licensee or licensor in connection with the Riverboat Casino ("Excluded Software"); (10) all outstanding claims arising under Seller's insurance policies prior to the Closing Date; (11) all rights to any refunds for Taxes accruing to the owner of the Riverboat Casino Assets for the period prior to and including the Closing Date, including but not limited to all claims for refund for Missouri state and local sales and use taxes, regardless whether such claims were actually filed prior to the Closing Date; (12) all inventory of food and beverages existing on the Closing Date and held for sale by the Company at the food service and dining facilities located at the Riverboat Casino ("Food Inventory"); and (13) all inventory of the Company existing on the Closing Date and held for resale to customers at the Company's gift shop located aboard the Riverboat Casino ("Gift Shop Inventory"); (viii) pursuant to Section 1141(c) of the Bankruptcy Code and other than with respect to the Assumed Liabilities, the Company shall hold the Riverboat Casino Assets free and clear of, all claims and interests of creditors to the maximum extent permitted under Section 1141(c) of the Bankruptcy Code (the "Excluded Liabilities"), and, without limiting the foregoing, the Confirmation Order shall specifically provide that the Company shall hold the Riverboat Casino Assets free and clear of each of the following (which shall be deemed to be Excluded Liabilities): (1) Liabilities for Taxes related to all Tax periods (or portions thereof) ending on or prior to the Closing; (2) Liabilities for any costs or expenses incurred arising out of or related to the administration of the Bankruptcy Case, including any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors (collectively, the "Administrative Claims"); (3) Liabilities arising out of or related to the Excluded Assets; (4) any Cure Amounts payable by Seller pursuant to Section 2(c), or (5) Liabilities of Seller under this Agreement. (ix) the assumption by the Company of the Assumed Executory Leases and Executory Contracts under Section 365 of the Bankruptcy Code; (x) the Settlement Agreement shall remain in full force and effect, without a right affirmation of each of the Borrower to terminate provisions of the Settlement Agreement in accordance with Section 4.2 thereof and Sale Order; and (yxi) the Settlement Order shall not be reversed, vacated or stayed or (ii) claims that were the subject of the Settlement Agreement in an amount and number such that (if such amount and number of claimants had accepted the Settlement Agreement) the Borrower would not have had the right to terminate the Settlement Agreement in accordance with Section 4.2 thereof, shall have been (A) estimated, for purposes of creating a cash reserve that will provide the sole source of recovery for such estimated claims, and/or (B) settled pursuant to settlement agreements in full force and effect, with such settlements and estimates described in clauses (A) and (B) being in an aggregate cash amount substantially consistent with (or less than) the aggregate settlement amount set forth in the Settlement Agreement and in each case being approved pursuant to one or more orders of retention by the Bankruptcy Court (collectively, of exclusive jurisdiction to enforce all provisions of the “Estimation/Settlement Orders”), and such Estimation/Settlement Orders shall not be reversed, vacated or stayedConfirmation Order relating to the Sale Order.

Confirmation Order. The Bankruptcy Court Confirmation Order shall have been entered a final order (confirming the “Confirmation Order”) confirming a Chapter 11 plan of reorganization for Plan and authorizing Xxxxxxxx’s entry into and performance under this Agreement and the Debtors (as amended, supplemented or modified, or with any of the terms or conditions thereof waived, in each case as described below, the “Plan”) in accordance with Section 1129 of the Bankruptcy Code, which plan shall be substantially as set forth in the plan dated July 20, 2010 (together with all exhibits and other attachments thereto, as any of the foregoing shall be amended, modified or supplemented from time to time or any of the terms or conditions thereof waived (with the consent of the Required Lenders with respect to any amendment, modification, supplement or waiver that is adverse in any material respect to the Lenders), the “Plan Loan Documents”), or otherwise reasonably satisfactory to the Required Lenders. The Confirmation Order shall approve the transactions contemplated by Term Facility, shall be in full force and effect and shall not have been stayed, reversed reversed, or vacated, amended, supplemented, or modified except that such applicable order may be further amended, supplemented or otherwise amended or modified in any manner accordance with the Chapter 11 Plan. The Confirmation Order shall authorize the Loan Parties to execute, deliver and perform all of their obligations under all documents contemplated hereunder and thereunder and shall contain no term or provision that is materially adverse contradicts such authorization. The Chapter 11 Plan shall have become effective in accordance with its terms and all conditions to the rights or interests effectiveness of the Lenders Chapter 11 Plan shall have been satisfied or waived in accordance with the terms thereof, and all transactions contemplated in the Chapter 11 Plan or in the Confirmation Order to occur on the effective date of the Chapter 11 Plan shall have been (or concurrently with the Closing Date, shall be) substantially consummated in accordance with the terms thereof and all conditions to the effectiveness of the Chapter 11 Plan shall have been satisfied or waived in accordance with the terms thereof. For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, each Lender shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or the Lenders, as the case may be, unless otherwise an officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received written notice from such Lender prior to the Closing Date, specifying its objection thereto in reasonable detail. Notwithstanding the foregoing, it is understood and agreed that to the extent any security interest in any Collateral is not or cannot be provided, created and/or perfected on, or substantially concurrently with, the Closing Date (other than (i) the delivery of the certificated equity securities of the Borrower and any material wholly-owned Domestic Subsidiary of the Borrower (if any) (to the extent required by the Loan Documents to do so), together with related executed stock or equivalent powers, to the extent possession of such certificates perfects a security interest therein and (ii) the creation and perfection of security interests in assets with respect to which a lien may be perfected by the filing of a financing statement under the UCC in the office of the Secretary of State (or equivalent office in the relevant States) of the applicable jurisdiction of organization) after your use of commercially reasonable efforts to do so or without undue burden or expense, then the provision, creation and/or perfection of such security interest, as applicable, in such Collateral shall not constitute a condition precedent to the availability or funding of the Credit Facilities on the Closing Date but instead shall be required to be provided, created and/or perfected within (x) with respect to the delivery of certificated equity securities and related stock or equivalent powers (to the extent required by the Loan Documents to do so), 10 Business Days after the Closing Date and (y) in all other cases, 90 days after the Closing Date (in each case, or such longer period as may be reasonably agreed by the Administrative Agent) pursuant to arrangements reasonably satisfactory to the Required Lenders). The Plan shall have, or contemporaneous with Administrative Agent and the release of the Escrow Property the Plan shall, become effective. Further, either (i) the settlement of certain diacetyl claims as set forth in the settlement agreement (the “Settlement Agreement”), a copy of which is annexed to the motion filed with the Bankruptcy Court on July 29, 2010 (the “Settlement Motion”), shall have been approved, without material modification (it being understood that modifications contemplated under and in accordance with Section 3.3 of the Settlement Agreement are not material), by an order of the Bankruptcy Court (the “Settlement Order”) and both (x) the Settlement Agreement shall remain in full force and effect, without a right of the Borrower to terminate the Settlement Agreement in accordance with Section 4.2 thereof and (y) the Settlement Order shall not be reversed, vacated or stayed or (ii) claims that were the subject of the Settlement Agreement in an amount and number such that (if such amount and number of claimants had accepted the Settlement Agreement) the Borrower would not have had the right to terminate the Settlement Agreement in accordance with Section 4.2 thereof, shall have been (A) estimated, for purposes of creating a cash reserve that will provide the sole source of recovery for such estimated claims, and/or (B) settled pursuant to settlement agreements in full force and effect, with such settlements and estimates described in clauses (A) and (B) being in an aggregate cash amount substantially consistent with (or less than) the aggregate settlement amount set forth in the Settlement Agreement and in each case being approved pursuant to one or more orders of the Bankruptcy Court (collectively, the “Estimation/Settlement Orders”), and such Estimation/Settlement Orders shall not be reversed, vacated or stayedBorrower.

Confirmation Order. The Bankruptcy Court Promptly following the Sale Hearing, Seller and the Company shall have entered a final order (the “Confirmation Order”) confirming a Chapter 11 plan of reorganization for the Debtors (as amended, supplemented or modified, or with any of the terms or conditions thereof waived, in each case as described below, the “Plan”) in accordance with Section 1129 of the Bankruptcy Code, which plan shall be substantially as set forth in the plan dated July 20, 2010 (together with all exhibits and other attachments thereto, as any of the foregoing shall be amended, modified or supplemented from time to time or any of the terms or conditions thereof waived (with the consent of the Required Lenders with respect to any amendment, modification, supplement or waiver that is adverse in any material respect to the Lenders), the “Plan Documents”), or otherwise reasonably satisfactory to the Required Lenders. The Confirmation Order shall approve the transactions contemplated by Term Facility, shall be in full force and effect and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that is materially adverse to the rights or interests of the Lenders (unless otherwise reasonably satisfactory to the Required Lenders). The Plan shall have, or contemporaneous with the release of the Escrow Property the Plan shall, become effective. Further, either (i) the settlement of certain diacetyl claims as set forth in the settlement agreement (the “Settlement Agreement”), a copy of which is annexed to the motion filed with the Bankruptcy Court on July 29, 2010 (the “Settlement Motion”), shall have been approved, without material modification (it being understood that modifications contemplated under and in accordance with Section 3.3 of the Settlement Agreement are not material), by seek an order of the Bankruptcy Court (the “Settlement "Confirmation Order”") confirming a Plan of Reorganization of the Company (the "Company Plan of Reorganization"). Both Buyer's and both Seller's obligations to complete the sale and purchase of the Closing Shares are conditioned upon the Bankruptcy Court's entry of the Confirmation Order. Seller agrees that each of the Company Plan of Reorganization and the Confirmation Order must be in form and substance reasonably satisfactory to Buyer and shall not be inconsistent with the provisions of this Agreement, and shall further provide for the following: (i) the Purchase Price shall be used to pay in full, as of the effective date of the Company Plan of Reorganization, all allowed pre-petition priority claims against and post-petition administrative expenses of the Company other than Company Liabilities; (ii) the portion of the Purchase Price allocated to the Riverboat Casino Assets in accordance with the Procedures Order and/or the Sale Order shall be used to fund the treatment provided under the Company Plan of Reorganization of allowed secured and non-priority unsecured claims against the Company; (iii) except with respect to the Company Liabilities as described in Section 3 hereof, the discharge of all secured and unsecured claims against the Company; (iv) except with respect to the Company Liabilities as described in Section 3 hereof, the issuance of an injunction in favor of Buyer, the Company and their respective properties, including the Riverboat Casino Assets, prohibiting any holder of a claim against the Company in existence as of the date immediately preceding the effective date of the Company Plan of Reorganization from taking any action to collect, assess, enforce or recover such claim; (v) provide that Buyer shall be the owner of all of the Closing Shares, which shall represent all of the issued and outstanding capital stock of the Company; (vi) ratify the findings in the Sale Order and include specific findings that: (1) reasonable opportunity to object or be heard with respect to the Confirmation Order has been afforded to all interested entities; and (2) the Bankruptcy Court retains exclusive jurisdiction to enforce the Confirmation Order; (vii) the following assets shall be excluded from the Riverboat Casino Assets (collectively, the "Excluded Assets"): (1) officer and crew personal effects; (2) all cash (including checks received prior to the close of 40 business on the Closing Date, whether or not deposited or cleared prior to the close of business on the Closing Date) other than Included Cash; (3) all commercial paper, certificates of deposit and other bank deposits, treasury bills and other cash equivalents other than the Included Cash; (4) all rights of the Company to claims or recoveries under Chapter 5 of the United States Bankruptcy Code; (5) all contracts, leases and other agreements other than the Assumed Executory Leases and Executory Contracts; (6) all rights of Seller and/or the Company under the Seller's 401(k) plan and related trusts, insurance policies, third party administration agreements and similar arrangements sponsored by Seller for current or former employees of the Company; (7) the building, improvements and tangible personal property (other than certain items of tangible personal property used in the operation of the Riverboat Casino and listed on Schedule 6(b)), located at 800 First Street, St. Louis, Missouri 63102 (the "Main Office"); (8) xxxxxxx xx Xxxxx'x xxxxxx xxxxx xxx Xxxxxxark License, all right, title and interest of Seller in the name "President," "President Riverboat Casino" and variants thereof, and all marks and logos, whether or not registered, incorporating such names or portions thereof; (9) all risk management, general ledger and fixed asset software (excluding data and related documentation), in each case which are owned, used, or licensed by Seller as licensee or licensor in connection with the Riverboat Casino ("Excluded Software"); (10) With respect to the Excluded Assets, all outstanding claims arising under Seller's insurance policies from damage to or with respect to such Excluded Assets prior to the Closing Date; (11) all rights to any refunds for Taxes accruing to the owner of the Riverboat Casino Assets for the period prior to and including the Closing Date, including but not limited to all claims for refund for Missouri state and local sales and use Taxes, regardless whether such claims were actually filed prior to the Closing Date; (12) all rights of recovery from insurers and other third parties (including those currently being pursued in a suit styled IN THE MATTER OF THE COMPLAINT OF THE AMERICAN MILLING COMPANY, UNLIMITED, H&B MARINE, INC., corporations and AMERICAN MILLING, LP, a limited partnership, FOR EXONERATION FROM, OR LIMITATION OF, LIABILITY, Case No. 4:98CV00575SNL (the "Limitation Action"), and rights to recover in a claim against American Milling Company's excess insurer, by Winterville Marine Service and/or Captain John O. Johnson, all resulting from an allision on April 4, 1998, of xxx X/X Xxxx Xolly and her barges with the Admiral; and (13) all rights of txx Xxxxxxx to receive restitution payments pursuant to any decree, award, judgment or other order of a court of competent jurisdiction (including but not limited to orders entered in respect of criminal law violations and settlements of contested civil matters), as listed on Schedule 6(j) under the heading "Excluded Restitution Payments." Following the Closing, Seller shall have access upon reasonable prior notice to all papers, books and records (including electronic records) of every kind and nature pertaining to the ownership and operation of the Admiral prior to and after the allision with the Anne Holly on April 4, 1998 to the extent necessary to prove the damxxxx xxxxxting therefrom; for the avoidance of doubt, such materials shall not be included within the definition of Excluded Assets. (viii) pursuant to Section 1141(c) of the Bankruptcy Code and other than with respect to the Assumed Liabilities, the Company shall hold the Riverboat Casino Assets free and clear of, all claims and interests of creditors to the maximum extent permitted under Section 1141(c) of the Bankruptcy Code (the "Excluded Liabilities"), and, without limiting the foregoing, the Confirmation Order shall specifically provide that the Company shall hold the Riverboat Casino Assets free and clear of each of the following (which shall be deemed to be Excluded Liabilities): (1) Liabilities for Taxes 41 related to all Tax periods (or portions thereof) ending on or prior to the Closing, including, without limitation, Liabilities for Taxes arising out of distribution, dividend, transfer, assignment or any other permitted disposition of any or all of the Excluded Assets prior to the Closing, regardless of whether such Taxes relate to Tax periods (or portions thereof) ending on or prior to the Closing; (2) Liabilities for any costs or expenses incurred arising out of or related to the administration of the Bankruptcy Case, including any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors (collectively, the "Administrative Claims"); (3) Liabilities arising out of or related to the Excluded Assets; (4) any Cure Amounts payable by Seller pursuant to Section 2(c), (5) Liability for salary, wages or other benefits of employees in connection with services rendered to Seller and/or the Company, including incentive payments, through the Closing Date (excluding accrued vacation pay) to the extent not accrued on Company's books and taken into account in the determination of Net Current Assets at Closing, (6) Liabilities of Seller under this Agreement, and (7) Liabilities arising out of or related to the resignation and/or termination of the employment of the officers and directors of the Company occurring prior to or concurrently with the Closing in accordance with Section 4(t) hereof. (ix) the assumption by the Company of the Assumed Executory Leases and Executory Contracts under Section 365 of the Bankruptcy Code; (x) the Settlement Agreement shall remain in full force and effect, without a right affirmation of each of the Borrower provisions of the Sale Order; (xi) the retention by the Bankruptcy Court of exclusive jurisdiction to terminate enforce all provisions of the Settlement Agreement Confirmation Order relating to the Sale Order; and (xii) provide that the effective date of the Company Plan of Reorganization shall not occur until either (a) the 60-day period provided for under Section 505(b)(2)(A)(i) of the Bankruptcy Code expires without the Missouri income Tax Returns of the Company being selected for examination in response to requests regarding such Tax Returns made in accordance with Section 4.2 thereof 8(a)(xx) hereof (i.e. for Tax periods ending February 28, 2003, February 29, 2004 and February 28, 2005), or (yb) the Settlement Order shall not be reversed, vacated or stayed or (ii180-day period provided for under Section 505(b)(2)(A)(ii) claims that were the subject of the Settlement Agreement Bankruptcy Code expires in an amount and number such that (if such amount and number of claimants had accepted response to requests regarding the Settlement Agreement) the Borrower would not have had the right to terminate the Settlement Agreement Company's Missouri income Tax Returns made in accordance with Section 4.2 thereof8(a)(xx) hereof (i.e. for Tax periods ending February 28, shall have been (A) estimated2003, for purposes of creating a cash reserve that will provide the sole source of recovery for such estimated claimsFebruary 29, and/or (B) settled pursuant to settlement agreements in full force 2004 and effectFebruary 28, with such settlements and estimates described in clauses (A2005) and (B) being Seller has made in an aggregate cash amount substantially consistent consultation with (or less than) the aggregate settlement amount set forth in the Settlement Agreement and in each case being approved pursuant to one or more orders of Buyer appropriate reserves sanctioned by the Bankruptcy Court (collectively, to provide for payment of any additional income Tax liability asserted against the “Estimation/Settlement Orders”), and such Estimation/Settlement Orders shall not be reversed, vacated or stayedCompany.

Confirmation Order. The Bankruptcy Court shall have entered a final order (Promptly following the “Confirmation Order”) confirming a Chapter 11 plan of reorganization for Sale Hearing, Seller will cause the Debtors (as amended, supplemented or modified, or with any of the terms or conditions thereof waived, in each case as described below, the “Plan”) in accordance with Section 1129 of the Bankruptcy Code, which plan shall be substantially as set forth in the plan dated July 20, 2010 (together with all exhibits and other attachments thereto, as any of the foregoing shall be amended, modified or supplemented from time Company to time or any of the terms or conditions thereof waived (with the consent of the Required Lenders with respect to any amendment, modification, supplement or waiver that is adverse in any material respect to the Lenders), the “Plan Documents”), or otherwise reasonably satisfactory to the Required Lenders. The Confirmation Order shall approve the transactions contemplated by Term Facility, shall be in full force and effect and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that is materially adverse to the rights or interests of the Lenders (unless otherwise reasonably satisfactory to the Required Lenders). The Plan shall have, or contemporaneous with the release of the Escrow Property the Plan shall, become effective. Further, either (i) the settlement of certain diacetyl claims as set forth in the settlement agreement (the “Settlement Agreement”), a copy of which is annexed to the motion filed with the Bankruptcy Court on July 29, 2010 (the “Settlement Motion”), shall have been approved, without material modification (it being understood that modifications contemplated under and in accordance with Section 3.3 of the Settlement Agreement are not material), by seek an order of the Bankruptcy Court (the “Settlement "Confirmation Order”") confirming a Plan of Reorganization of the Company (the "Company Plan of Reorganization"). Both Buyer's and both Seller's obligations to complete the sale and purchase of the Closing Shares are conditioned upon the Bankruptcy Court's entry of the Confirmation Order. Seller agrees that each of the Company Plan of Reorganization and the Confirmation Order must be in form and substance reasonably satisfactory to Buyer and shall not be inconsistent with the provisions of this Agreement, and shall further provide for the following: (i) the Purchase Price shall be used to pay in full, as of the effective date of the Company Plan of Reorganization, all allowed pre-petition priority claims against and post-petition administrative expenses of the Company other than Company Liabilities; (ii) the portion of the Purchase Price allocated to the Riverboat Casino Assets in accordance with the Procedures Order and/or the Sale Order shall be used to fund the treatment provided under the Company Plan of Reorganization of allowed secured and non-priority unsecured claims against the Company; (iii) except with respect to the Company Liabilities as described in Section 3 hereof, the discharge of all secured and unsecured claims against the Company; (iv) except with respect to the Company Liabilities as described in Section 3 hereof, the issuance of an injunction in favor of Buyer, the Company and their respective properties, including the Riverboat Casino Assets, prohibiting any holder of a claim against the Company in existence as of the date immediately preceding the effective date of the Company Plan of Reorganization from taking any action to collect, assess, enforce or recover such claim; (v) provide that Buyer shall be the owner of all of the Closing Shares, which shall represent all of the issued and outstanding capital stock of the Company; (vi) ratify the findings in the Sale Order and include specific findings that: (1) reasonable opportunity to object or be heard with respect to the Confirmation Order has been afforded to all interested entities; and (2) the Bankruptcy Court retains exclusive jurisdiction to enforce the Confirmation Order; (vii) the following assets shall be excluded from the Riverboat Casino Assets (collectively, the "Excluded Assets"): (1) officer and crew personal effects; (2) all cash (including checks received prior to the close of business on the Closing Date, whether or not deposited or cleared prior to the close of business on the Closing Date) other than Included Cash; (3) all commercial paper, certificates of deposit and other bank deposits, treasury bills and other cash equivalents other than the Included Cash; (4) all rights of the Company to claims or recoveries under Chapter 5 of the United States Bankruptcy Code; (5) all contracts, leases and other agreements other than the Assumed Executory Leases and Executory Contracts; (6) all rights of Seller and/or the Company under employee benefit plans and related trusts and insurance policies and similar arrangements sponsored or maintained by Seller for current or former employees; (7) the building, improvements and tangible personal property (other than certain items of tangible personal property used in the operation of the Riverboat Casino and listed on Schedule 6(b)), located at 000 Xxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 (the "Main Office"); (8) subject to Buyer's rights under the Trademark License, all right, title and interest of Seller in the name "President," "President Riverboat Casino" and variants thereof, and all marks and logos, whether or not registered, incorporating such names or portions thereof; (9) all risk management, general ledger and fixed asset software (excluding data and related documentation), in each case which are owned, used, or licensed by Seller as licensee or licensor in connection with the Riverboat Casino ("Excluded Software"); (10) all outstanding claims arising under Seller's insurance policies prior to the Closing Date; (11) all rights to any refunds for Taxes accruing to the owner of the Riverboat Casino Assets for the period prior to and including the Closing Date, including but not limited to all claims for refund for Missouri state and local sales and use taxes, regardless whether such claims were actually filed prior to the Closing Date; (12) all inventory of food and beverages existing on the Closing Date and held for sale by the Company at the food service and dining facilities located at the Riverboat Casino ("Food Inventory"); and (13) all inventory of the Company existing on the Closing Date and held for resale to customers at the Company's gift shop located aboard the Riverboat Casino ("Gift Shop Inventory"); (viii) pursuant to Section 1141(c) of the Bankruptcy Code and other than with respect to the Assumed Liabilities, the Company shall hold the Riverboat Casino Assets free and clear of, all claims and interests of creditors to the maximum extent permitted under Section 1141(c) of the Bankruptcy Code (the "Excluded Liabilities"), and, without limiting the foregoing, the Confirmation Order shall specifically provide that the Company shall hold the Riverboat Casino Assets free and clear of each of the following (which shall be deemed to be Excluded Liabilities): (1) Liabilities for Taxes related to all Tax periods (or portions thereof) ending on or prior to the Closing; (2) Liabilities for any costs or expenses incurred arising out of or related to the administration of the Bankruptcy Case, including any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors (collectively, the "Administrative Claims"); (3) Liabilities arising out of or related to the Excluded Assets; (4) any Cure Amounts payable by Seller pursuant to Section 2(c), or (5) Liabilities of Seller under this Agreement. (ix) the assumption by the Company of the Assumed Executory Leases and Executory Contracts under Section 365 of the Bankruptcy Code; (x) the Settlement Agreement shall remain in full force and effect, without a right affirmation of each of the Borrower to terminate provisions of the Settlement Agreement in accordance with Section 4.2 thereof and Sale Order; and (yxi) the Settlement Order shall not be reversed, vacated or stayed or (ii) claims that were the subject of the Settlement Agreement in an amount and number such that (if such amount and number of claimants had accepted the Settlement Agreement) the Borrower would not have had the right to terminate the Settlement Agreement in accordance with Section 4.2 thereof, shall have been (A) estimated, for purposes of creating a cash reserve that will provide the sole source of recovery for such estimated claims, and/or (B) settled pursuant to settlement agreements in full force and effect, with such settlements and estimates described in clauses (A) and (B) being in an aggregate cash amount substantially consistent with (or less than) the aggregate settlement amount set forth in the Settlement Agreement and in each case being approved pursuant to one or more orders of retention by the Bankruptcy Court (collectively, of exclusive jurisdiction to enforce all provisions of the “Estimation/Settlement Orders”), and such Estimation/Settlement Orders shall not be reversed, vacated or stayedConfirmation Order relating to the Sale Order.

Confirmation Order. (a) The Bankruptcy Court shall have entered a final order Confirmation Order shall, among other things, (the “Confirmation Order”i) confirming a Chapter 11 plan of reorganization for the Debtors (as amendedapprove, supplemented or modifiedpursuant to sections 105, or with any of the terms or conditions thereof waived363, in each case as described below, the “Plan”) in accordance with Section 1129 365 and 1123 of the Bankruptcy Code, which plan shall be substantially as (A) the execution, delivery and performance by Sellers of this Agreement, (B) the sale of the Acquired Assets to Buyer on the terms set forth herein and free and clear of all Encumbrances (other than, (i) solely in the plan dated July 20case of Acquired Assets that are not Acquired Equity, 2010 Permitted Encumbrances, and (together with all exhibits ii) solely in the case of Acquired Equity, transfer restrictions of general application imposed by securities Laws), (C) the performance by Sellers of their respective obligations under this Agreement, (D) the assumption of the Assumed Liabilities by Buyer on the terms set forth herein, and (E) the assumption and assignment to Buyer of each of the Closing Assumed Contracts and other attachments theretoAcquired Assets on the terms set forth herein; (ii) find that Buyer is a “good faith” purchaser within the meaning of the Bankruptcy Code, find that Buyer is not a successor to Sellers, and find that Buyer has provided adequate assurance of future performance with respect to the Closing Assumed Contracts; (iii) approve the consummation of the Debt Financing; (iv) release, terminate and discharge the obligations under the Honeywell Agreements that are incurred or guaranteed by any of the Acquired Subsidiaries (and release any Encumbrances by any Acquired Subsidiary or granted by a Seller of an Acquired Subsidiary over its equity interests in that Acquired Subsidiary (in each case, if any such Encumbrances shall so exist)), (v) include such other provisions as are necessary to effectuate the Transaction (including, for the avoidance of doubt, any provisions relating to the discharge of claims against the Debtors including the Excluded Liabilities) and (iv) prohibit the Sellers, their respective Affiliates, the plan administrator to be selected in the Plan, the Liquidating Trustee (as defined in the global restructuring term sheet attached as Exhibit 2 hereto), and other Representatives of Sellers’ bankruptcy estates and any other person or entity acting on behalf of any of the foregoing shall be amended, modified or supplemented from time to time or any of the terms or conditions thereof waived (with the consent of the Required Lenders with respect to any amendment, modification, supplement or waiver that is adverse in any material respect to the Lenders), the “Plan Documents”), or otherwise reasonably satisfactory to the Required Lenders. The Confirmation Order shall approve the transactions contemplated by Term Facility, shall be in full force and effect and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that is materially adverse to the rights or interests of the Lenders (unless otherwise reasonably satisfactory to the Required Lenders). The Plan shall have, or contemporaneous with the release of the Escrow Property the Plan shall, become effective. Further, either (i) the settlement of certain diacetyl claims as set forth in the settlement agreement (the “Settlement Agreement”), a copy of which is annexed to the motion filed with the Bankruptcy Court on July 29, 2010 (the “Settlement Motion”), shall have been approved, without material modification (it being understood that modifications contemplated under and in accordance with Section 3.3 of the Settlement Agreement are not material), by an order of the Bankruptcy Court (the “Settlement Order”) and both (x) the Settlement Agreement shall remain in full force and effect, without a right of the Borrower to terminate the Settlement Agreement in accordance with Section 4.2 thereof and (y) the Settlement Order shall not be reversed, vacated or stayed or (ii) claims that were the subject of the Settlement Agreement in an amount and number such that (if such amount and number of claimants had accepted the Settlement Agreement) the Borrower would not have had the right to terminate the Settlement Agreement in accordance with Section 4.2 thereof, shall have been (A) estimated, for purposes of creating a cash reserve that will provide the sole source of recovery for such estimated claims, and/or (B) settled pursuant to settlement agreements in full force and effect, with such settlements and estimates described in clauses (A) and (B) being in an aggregate cash amount substantially consistent with (or less than) the aggregate settlement amount set forth in the Settlement Agreement and in each case being approved pursuant to one or more orders of the Bankruptcy Court (collectively, the “Estimation/Sellers Group”) from entering into or agreeing to enter into a Settlement Orders(as defined below) with or relating to the Honeywell Claims or any other claim against or relating to Honeywell or any of its Affiliates, except to the extent permitted by Section 5.2(c) below. Buyer agrees that it will promptly take such actions as are reasonably requested by Seller Parent to assist in obtaining Bankruptcy Court approval of the Confirmation Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (x) demonstrating that Buyer is a “good faith” purchaser under the Bankruptcy Code and (y) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Code. (b) In the event the entry of the Bidding Procedures Order or Confirmation Order shall be appealed (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Bidding Procedures Order or Confirmation Order), Sellers shall defend such appeal, petition or motion. (c) From and after the Execution Date and through the Closing Date, without the prior written consent of Buyer, none of the Sellers Group shall (i) enter into or agree to enter into any settlement, compromise or release with respect to any Litigation or Order or other dispute relating to the Business, the Acquired Assets or Assumed Liabilities, including the Honeywell Claims or any other claim relating to Honeywell or any of its Affiliates (a “Settlement”), unless such Settlement (x) does not involve any monetary relief (other than (A) monetary relief paid by Sellers after the Closing (or solely payable by Sellers prior to the Closing and constituting an Excluded Liability) or paid to Sellers solely in respect of an Excluded Asset or (B) monetary relief in an amount less than one million Dollars ($1,000,000) individually or five million Dollars ($5,000,000) in the aggregate) and (y) does not involve any non-monetary relief binding on or adversely impacting Buyer, the Acquired Subsidiaries, any of their respective Affiliates or the Acquired Assets or (ii) initiate (including through an amended complaint) any material Litigation relating to the Business, the Acquired Assets or the Assumed Liabilities, except as set forth in Section 5.2 of the Seller Disclosure Schedule. In addition, from and after the Execution Date (for the avoidance of doubt, including periods after the Closing Date), without the prior written consent of Buyer, none of the Sellers Group shall enter into or agree to enter into any Settlement relating to the Honeywell Claims or any other Litigation, claim or dispute with or relating to Honeywell or any of its Affiliates, unless such Estimation/Settlement Orders includes a full release by Honeywell (on behalf of itself and its Affiliates) of the Acquired Subsidiaries and the properties of the Acquired Subsidiaries (and Buyer and its other Affiliates and the Buyer’s and its other Affiliates’ respective Representatives with respect to any claims relating to any of the Acquired Subsidiaries, the properties of the Acquired Subsidiaries, the Business, the Honeywell Agreements or the Transaction); provided that such release may exclude obligations (other than Excluded Liabilities) arising under Assumed Contracts. Notwithstanding the foregoing sentence, Seller Parent shall not be reversed, vacated or stayedprovide Buyer with at least five (5) Business Days’ notice prior to the entry into any Settlement.