Common use of Consent Solicitation Clause in Contracts

Consent Solicitation. In connection with the Exchange Offer, the Company will seek consents from Participating Holders to: • amend the Existing Notes Indenture (the “Consent Solicitation”) to: • waive the applicable change of control provisions; • permit the entry into, and incurrence of draws pursuant to, the New Senior Loan Facility on the Funding Date and the issuance of the New Second Lien Notes (including any additional New Second Lien Notes issued in lieu of cash interest payments) by amending the Incurrence of Indebtedness and Issuance of Preferred Stock and Liens covenants; • amend the definition of “Permitted Holders” for purposes of the Change of Control covenant to include the Supporting Holders and their related parties; and • amend the Payments for Consents and Transactions with Affiliates covenants in connection with the transactions contemplated by this Term Sheet; • amend the security documents relating to the Existing Notes to give effect to the Term Sheet, including to consent to full subordination of the liens securing the Existing Notes to the New Senior Loan Facility and the New Second Lien Notes; and • amend and restate the existing intercreditor agreement to account for the entry into the New Senior Loan Facility on the Funding Date, the New Second Lien Notes and the related liens and the relative lien priorities of the Revolving Credit Facility, the New Senior Loan Facility, the New Second Lien Notes and the Existing Notes as contemplated by Schedule 1. In order to tender Existing Notes for exchange in the Exchange Offer, Participating Holders shall be required to deliver consents in the Consent Solicitation. Supporting Holders’ participation in the Exchange Offer and Consent Solicitation will occur at the launch of the deal and Supporting Holders shall, subject to the terms of the RSA, waive withdrawal rights with respect to tendered Existing Notes and the related Consents, with the effect that, the Company and the trustee for the Existing Notes Indenture shall be able to enter into a supplemental indenture to permit the entry into the New Senior Loan Facility and related matters on the Funding Date.

Consent Solicitation. In connection with (a) Promptly following the Exchange Offerdate hereof, the Company will shall, and the Company shall cause its Subsidiaries to, seek consents from Participating Holders to: • amend to an amendment or waiver of one or more covenants in the Existing OpCo Notes and the OpCo Notes Indenture (the “Consent Solicitation”) to: • waive relating to the applicable “change of control control” provisions and related provisions; • permit , on such terms and conditions, including pricing terms, that are specified, from time to time, by the entry intoCompany and its Subsidiaries, and incurrence of draws pursuant tothe Sellers shall assist the Company and its Subsidiaries in connection therewith. Notwithstanding the foregoing, the New Senior Loan Facility closing of the Consent Solicitation shall be conditioned on the Funding Date occurrence of the Closing, and the issuance of Parties shall use their reasonable best efforts to cause the New Second Lien Notes (including any additional New Second Lien Notes issued in lieu of cash interest payments) by amending Consent Solicitation to close on or prior to the Incurrence of Indebtedness Closing Date. The Company and Issuance of Preferred Stock its Subsidiaries, the Purchaser and Liens covenants; • amend the definition of “Permitted Holders” for purposes of the Change of Control covenant to include the Supporting Holders Sellers shall jointly prepare all necessary and their related parties; and • amend the Payments for Consents and Transactions with Affiliates covenants appropriate documentation in connection with the transactions contemplated by this Term Sheet; • amend the security documents relating to the Existing Notes to give effect to the Term SheetConsent Solicitation, including the consent solicitation statements and other related documents (collectively, the “Consent Solicitation Documents”). The Sellers and the Purchaser shall provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to consent to full subordination cause their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives to, provide all cooperation reasonably requested by the Company in connection with the preparation of the liens securing the Existing Notes to the New Senior Loan Facility Consent Solicitation Documents and the New Second Lien Notes; and • amend and restate the existing intercreditor agreement to account for the entry into the New Senior Loan Facility on the Funding Date, the New Second Lien Notes and the related liens and the relative lien priorities consummation of the Revolving Credit Facility, the New Senior Loan Facility, the New Second Lien Notes and the Existing Notes as contemplated by Schedule 1. In order to tender Existing Notes for exchange in the Exchange Offer, Participating Holders shall be required to deliver consents in the Consent Solicitation. Supporting Holders’ participation Notwithstanding anything to the contrary in this Section 6.08, the Company, its Subsidiaries, the Purchaser and the Sellers shall comply with the requirements of Rule 14e-1 under the Exchange Offer Act and any other applicable law to the extent such laws are applicable in connection with the Consent Solicitation. To the extent that the provisions of any applicable Law conflict with this Section 6.08, the Company, the Sellers and Purchaser shall comply with the applicable law and shall not be deemed to have breached their respective obligations hereunder by such compliance. (b) Except as expressly contemplated by the Consent Solicitation will occur at Documents, the launch Company shall not, and shall cause each of its Subsidiaries not to, without the deal Sellers’ and Supporting Holders shallthe Purchaser’s prior written consent, subject amend, waive, extend or agree to pay any amount in connection with the terms of the RSA, waive withdrawal rights Consent Solicitation with respect to tendered Existing the OpCo Notes or the OpCo Notes Indenture. All reasonable out-of-pocket fees and expenses incurred by the Company in connection with the activities set forth in this Section 6.08 shall be paid by the Company when and to the extent such fees and expenses become due and payable. The Company shall indemnify and hold harmless each Seller and the related ConsentsPurchaser and their respective officers, directors and other representatives for and against any and all losses or damages suffered or incurred by them in connection with the effect thatConsent Solicitation and any information contained in the Consent Solicitation Documents in connection therewith, except (A) with respect to information supplied by such Seller, the Company Purchaser, and/or any of their Affiliates or representatives in writing specifically for inclusion or incorporation by reference therein and (B) to the trustee for extent such losses and damages arise from the Existing Notes Indenture shall be able to enter into a supplemental indenture to permit intentional misconduct of such Seller, the entry into the New Senior Loan Facility and related matters on the Funding DatePurchaser, or any of their directors, employees or other representatives.

Consent Solicitation. In connection with Reasonably in advance of the Exchange OfferClosing, Seller and Sprint Communications shall, and shall cause the Company will seek consents from Participating Holders and each of its Subsidiaries to: • amend , use reasonable best efforts to commence a consent solicitation to amend, eliminate or waive certain restrictive covenants of the Existing Company Indentures and/or Company Notes Indenture that would be triggered by the transactions contemplated by this Agreement (the a “Consent Solicitation”) to: • waive with respect to any or all of the applicable change outstanding Company Notes. Seller shall be responsible for the preparation of control provisions; • permit the entry intoConsent Solicitation Documents (and any legal opinions required by the Consent Solicitation shall be provided by Seller’s counsel) and shall consult with Buyer and its counsel and afford Buyer and its counsel a reasonable opportunity to review and comment upon the necessary consent solicitation statements, supplemental indentures and other related documents in connection with such Consent Solicitation (the “Consent Solicitation Documents”) and shall consider the comments of Buyer and its counsel in good faith. Seller and Sprint Communications shall, and incurrence shall cause the Company and each of draws pursuant its Subsidiaries to, the New Senior Loan Facility on the Funding Date provide and the issuance of the New Second Lien Notes (including any additional New Second Lien Notes issued in lieu of cash interest payments) use their reasonable best efforts to cause their respective Representatives to provide all cooperation reasonably requested by amending the Incurrence of Indebtedness and Issuance of Preferred Stock and Liens covenants; • amend the definition of “Permitted Holders” for purposes of the Change of Control covenant to include the Supporting Holders and their related parties; and • amend the Payments for Consents and Transactions with Affiliates covenants Buyer in connection with the transactions contemplated Consent Solicitation, including appointing a solicitation agent (with any compensation for such agent to be reasonably determined by and paid by Seller). Promptly following the expiration of a Consent Solicitation, assuming the requisite consent from the holders of the applicable series of the Company Notes (including from persons holding proxies from such holders) has been received and certified by the solicitation agent, Seller shall cause one or more appropriate supplemental indentures (the “Supplemental Indentures”), in form and substance reasonably satisfactory to Seller and its counsel (with the Buyer and its counsel to have been provided a reasonable opportunity to review and comment as provided by the second sentence of this Term Sheet; • amend Section 6.12(a)), to become effective providing for the security documents relating amendments of the Company Indentures with respect to the Existing applicable series of Company Notes to give effect to the Term Sheet, including to consent to full subordination of the liens securing the Existing Notes to the New Senior Loan Facility and the New Second Lien Notes; and • amend and restate the existing intercreditor agreement to account for the entry into the New Senior Loan Facility on the Funding Date, the New Second Lien Notes and the related liens and the relative lien priorities of the Revolving Credit Facility, the New Senior Loan Facility, the New Second Lien Notes and the Existing Notes as contemplated by Schedule 1. In order to tender Existing Notes for exchange in the Exchange Offer, Participating Holders shall be required to deliver consents in the Consent Solicitation. Supporting Holders’ participation in the Exchange Offer and Consent Solicitation will occur at the launch of the deal and Supporting Holders shall, subject to the terms of the RSA, waive withdrawal rights with respect to tendered Existing Notes and the related Consents, with the effect that, the Company and the trustee for the Existing Notes Indenture shall be able to enter into a supplemental indenture to permit the entry into the New Senior Loan Facility and related matters on the Funding DateDocuments.

Consent Solicitation. (a) The Controlling Partnership and the Seller shall as promptly as practicable prepare a written consent and such other documents, substantially in the form of the draft provided by the Controlling Partnership to the Seller concurrently with the execution of this Agreement with such changes as deemed reasonably necessary by the Controlling Partnership and Seller acting in good faith (collectively, the “Consent Solicitation Documents”) that may be necessary or desirable (as agreed reasonably and in good faith by the Controlling Partnership and the Seller, taking into account requirements under applicable law) to obtain the consent of the holders of at least a majority of the Seller Common Units for which a properly submitted consent form is submitted in response to the Consent Solicitation Documents (excluding in both the numerator and the denominator any Seller Common Units whose consent rights are controlled by the Controlling Partnership or its affiliates) to consummate the Purchase and Sale (the “Requisite Unitholder Consent”), all pursuant to the procedures to be agreed reasonably and in good faith by the Controlling Partnership and the Seller, taking into account requirements under applicable law. To the extent that the consent of holders of at least a majority of the Seller Common Units outstanding (excluding from the numerator and the denominator any Seller Common Units whose consent rights are controlled by the Controlling Partnership or its affiliates and any Seller Common Units whose consent rights are controlled as of the applicable record date by a person who has informed the Seller in writing that it will not submit a consent form in response to the Consent Solicitation Documents) have been obtained, all consents shall cease to be revocable and the Requisite Unitholder Consent shall be deemed to have been obtained on such date. Subject to Section 5.1(e), the Board has recommended that the holders of Seller Common Units consent to the matters included in the Requisite Unitholder Consent (the “Seller Recommendation”), and the Seller shall include the Seller Recommendation in the Consent Solicitation Documents. (b) On July 24, 2009, or as promptly as possible thereafter, the Seller shall mail, or otherwise disseminate in a manner that complies with any applicable law, rule, regulation and the Seller Limited Partnership Agreement, the Consent Solicitation Documents to the holders of the Seller Common Units. The Seller shall use its reasonable best efforts to obtain the Requisite Unitholder Consent as promptly as practicable following the mailing or other dissemination of the Consent Solicitation Documents. In the event that the consent solicitation period contemplated by the Consent Solicitation Documents has expired, or would otherwise expire, and the condition set forth in Section 7.1(a) was not, or would not be, satisfied upon such expiration, the expiry time of the consent solicitation shall be extended from time to time upon the request of either the Controlling Partnership or the Seller; provided that in no event will the expiry time be extended beyond the Outside Date or in violation of the Seller Limited Partnership Agreement without in either case the prior consent of both the Controlling Partnership and the Seller. (c) The Controlling Partnership shall furnish to the Seller all information concerning the Controlling Partnership and each of the Consolidated Persons and KKR Funds and such other matters as may be reasonably necessary or advisable in connection with the Exchange OfferConsent Solicitation Documents. The Seller shall provide the Controlling Partnership with a reasonable opportunity to review and comment (and the Seller shall consider in good faith the inclusion of any comments provided by the Controlling Partnership) on the Consent Solicitation Documents and any amendments or supplements thereto prior to the mailing or other dissemination thereof to the holders of the Seller Common Units. The Controlling Partnership represents that the preliminary unaudited pro forma segment information to be included in the Consent Solicitation Documents will be based on historical segment information of the KKR Group and historical financial information of the Acquired Partnership and its subsidiaries and will give effect in all material respects to the aspects of the transactions contemplated hereby (including the Restructuring Transactions) described therein as if such transaction aspects had occurred on January 1, 2008 with respect to the preliminary unaudited pro forma statement of operations segment information and as of March 31, 2009 with respect to the preliminary unaudited pro forma statement of financial condition segment information by applying the adjustments described in the accompanying notes. Such adjustments are based on information that is available and determinable as of the date of this Agreement and are based on assumptions that management of the Controlling Partnership believes are reasonable as of the date of this Agreement in order to reflect, on a pro forma basis, the Company will seek consents from Participating Holders to: • amend impact of the Existing Notes Indenture transaction aspects described therein on the historical segment financial information of the KKR Group. (d) The Controlling Partnership and, with respect only to the “Specified Information (as defined below), the Seller, agree that none of the information included or incorporated by reference in the Consent Solicitation”) to: • waive Solicitation Documents will, at the applicable change time the Consent Solicitation Documents are mailed or otherwise disseminated to the holders of control provisions; • permit the entry intoSeller Common Units, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time prior to the date on which the Requisite Unitholder Consent is received any information should be discovered by either the Controlling Partnership or the Seller that should be set forth in an amendment or supplement to the Consent Solicitation Documents so that the Consent Solicitation Documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statement therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party, and incurrence to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly mailed or otherwise disseminated to the holders of draws pursuant tothe Seller Common Units. For purposes of this Agreement, “Specified Information” shall mean any information concerning the New Senior Loan Facility on the Funding Date Independent Directors and the issuance of the New Second Lien Notes (including any additional New Second Lien Notes issued in lieu of cash interest payments) process conducted by amending the Incurrence of Indebtedness and Issuance of Preferred Stock and Liens covenants; • amend the definition of “Permitted Holders” for purposes of the Change of Control covenant to include the Supporting Holders and their related parties; and • amend the Payments for Consents and Transactions with Affiliates covenants them in connection with the transactions contemplated hereby furnished in writing by this Term Sheet; • amend the security documents relating to the Existing Notes to give effect to the Term Sheet, including to consent to full subordination or on behalf of the liens securing the Existing Notes to the New Senior Loan Facility and the New Second Lien Notes; and • amend and restate the existing intercreditor agreement to account Independent Directors specifically for the entry into the New Senior Loan Facility on the Funding Date, the New Second Lien Notes and the related liens and the relative lien priorities of the Revolving Credit Facility, the New Senior Loan Facility, the New Second Lien Notes and the Existing Notes as contemplated by Schedule 1. In order to tender Existing Notes for exchange in the Exchange Offer, Participating Holders shall be required to deliver consents use in the Consent Solicitation. Supporting Holders’ participation in Solicitation Documents, it being understood that such information shall be identified as such by the Exchange Offer and Seller prior to the mailing or other dissemination of the Consent Solicitation will occur at the launch of the deal and Supporting Holders shall, subject to the terms of the RSA, waive withdrawal rights with respect to tendered Existing Notes and the related Consents, with the effect that, the Company and the trustee for the Existing Notes Indenture shall be able to enter into a supplemental indenture to permit the entry into the New Senior Loan Facility and related matters on the Funding DateDocuments.

Consent Solicitation. In connection with the Exchange Offer(a) If requested by Parent, the Company will seek consents shall use commercially reasonable efforts to commence as promptly as practicable following the date of receipt of the Consent Documents from Participating Holders to: • amend Parent pursuant to paragraph (c) below and instructions from Parent to commence the Existing consent solicitation with respect to all of the outstanding aggregate principal amount of the Senior Notes Indenture on the terms and conditions as determined in the sole discretion of Parent (the “Consent Solicitation”); provided that (i) to: • this Agreement shall have not been terminated in accordance with Section 8.1 and (ii) the Company shall have received from Parent the completed Consent Documents which shall be in form and substance reasonably satisfactory to the Company. The Company shall waive any of the applicable change conditions to the Consent Solicitation (other than that the Mergers shall have been consummated and that there shall be no order prohibiting consummation of control provisions; • permit the entry intoConsent Solicitation) as may be reasonably requested by Parent and shall not, without the written consent of Parent, waive any condition to the Consent Solicitation or make any changes to the Consent Solicitation other than as agreed between Parent and incurrence the Company. Notwithstanding the foregoing, consummation of draws pursuant to, the New Senior Loan Facility Consent Solicitation shall not be a condition precedent to the consummation of the Mergers on the Funding Date and Closing Date. (b) The Company agrees that, promptly following the issuance consent expiration date, assuming the requisite consents are received, each of the New Second Lien Notes (including any additional New Second Lien Notes issued in lieu of cash interest payments) by amending the Incurrence of Indebtedness Company and Issuance of Preferred Stock and Liens covenants; • amend the definition of “Permitted Holders” for purposes of the Change of Control covenant to include the Supporting Holders and their related parties; and • amend the Payments for Consents and Transactions with Affiliates covenants in connection with the transactions contemplated by this Term Sheet; • amend the security documents relating its Subsidiaries as is necessary shall execute a supplemental indenture to the Existing Notes to give effect to indenture governing the Term SheetSenior Notes, including to consent to full subordination of which supplemental indenture shall implement the liens securing the Existing Notes to the New Senior Loan Facility and the New Second Lien Notes; and • amend and restate the existing intercreditor agreement to account for the entry into the New Senior Loan Facility on the Funding Date, the New Second Lien Notes and the related liens and the relative lien priorities of the Revolving Credit Facility, the New Senior Loan Facility, the New Second Lien Notes and the Existing Notes as contemplated by Schedule 1. In order to tender Existing Notes for exchange in the Exchange Offer, Participating Holders shall be required to deliver consents amendments set forth in the Consent Solicitation. Supporting Holders’ participation in Solicitation and shall become operative concurrently with the Exchange Offer and Consent Solicitation will occur at the launch of the deal and Supporting Holders shallCompany Merger Effective Time, subject to the terms and conditions of this Agreement. (c) Parent, at its own expense, shall prepare all necessary and appropriate documentation in connection with the Consent Solicitation (collectively, the “Consent Documents”). Parent and the Company shall, and shall cause their respective Subsidiaries to, reasonably cooperate with each other in the preparation of the RSA, waive withdrawal rights with respect Consent Documents. The Consent Documents (including all amendments or supplements thereto) and all mailings to tendered Existing the holders of the Senior Notes and the related Consents, in connection with the effect thatConsent Solicitation shall be subject to the prior review of, and comment by, the Company and the trustee for the Existing Notes Indenture Parent and shall be able reasonably acceptable in form and substance to each of them. If at any time prior to the completion of the Consent Solicitation any information in the Consent Documents should be discovered by the Company and the Subsidiaries, on the one hand, or Parent, on the other, which should be set forth in an amendment or supplement to the Consent Documents, so that the Consent Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be prepared and disseminated by or on behalf of the Company to the holders of the applicable Senior Notes. Notwithstanding anything to the contrary in this Section 6.13, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable Law to the extent such Laws are applicable in connection with the Consent Solicitation. To the extent that the provisions of any applicable Law conflict with this Section 6.13, the Company shall comply with the applicable Law and shall not be deemed to have breached their obligations hereunder by such compliance. (d) In connection with the Consent Solicitation, Parent may select one or more dealer managers, information agents or other agents to provide assistance in connection therewith and the Company shall, and shall cause its applicable Subsidiaries to, enter into customary agreements (including indemnities) with such parties so selected and on terms and conditions acceptable to Parent. Parent shall pay the fees and expenses of any dealer manager, information agent, or other agent retained in connection with the Consent Solicitation, and Parent further agrees to reimburse the Company and its Subsidiaries for all of their reasonable out-of-pocket costs in connection with the Consent Solicitation promptly following incurrence and delivery of reasonable documentation of such costs. Parent shall indemnify and hold harmless the Company and its Subsidiaries and their Representatives (other than any direct indemnification of any dealer manager, which shall be indemnified under the applicable dealer manager agreement, in connection with the Consent Solicitation; provided, however, that Parent shall indemnify the Company and its Subsidiaries from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with any dealer manager agreement) from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Consent Solicitation and the Consent Documents; provided, however, that Parent shall have no obligation to indemnify and hold harmless any such party or Person to the extent that such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred arises from disclosure regarding the Company and its Subsidiaries supplied by such party or Person or included in any Company SEC Report that is determined to have contained a supplemental indenture to permit the entry into the New Senior Loan Facility and related matters on the Funding Datematerial misstatement or omission.

Consent Solicitation. In (a) The Seller shall as promptly as practicable prepare a written consent and such other documents (collectively, the “Consent Solicitation Documents”) that may be necessary or desirable (as agreed reasonably and in good faith by the Purchaser and the Seller, taking into account requirements under applicable law) to be included with the mailing or other dissemination of the prospectus included in the Registration Statement to obtain the consent of the holders of at least a majority of the Seller Common Units (excluding from the numerator and the denominator any Seller Common Units whose consent rights are controlled by the Purchaser or its affiliates) to consummate the Purchase and Sale and the Dissolution Transactions (the “Requisite Unitholder Consent”), all pursuant to the procedures to be agreed reasonably and in good faith by the Purchaser and the Seller, taking into account requirements under applicable law. Subject to Section 5.2(e), the Board shall recommend that the holders of Seller Common Units consent to the matters included in the Requisite Unitholder Consent (the “Seller Recommendation”) and the Seller shall include the Seller Recommendation in the Consent Solicitation Documents. (b) As promptly as practicable following the date on which the Registration Statement is declared effective by the SEC, the Seller shall mail, or otherwise disseminate in a manner that complies with any applicable law, rule, regulation and the Seller Limited Partnership Agreement, the Consent Solicitation Documents and the prospectus included in the Registration Statement to the holders of the Seller Common Units. The Seller shall use its reasonable best efforts to obtain the Requisite Unitholder Consent as promptly as practicable following the date on which the Registration Statement is declared effective by the SEC. (c) The Purchaser shall furnish to the Seller all information concerning the Purchaser and such other matters as may be reasonably necessary or advisable in connection with the Exchange OfferConsent Solicitation. The Seller shall provide the Purchaser with a reasonable opportunity to review and comment (and the Seller shall consider in good faith the inclusion of any comments provided by the Purchaser) on the Consent Solicitation Documents and any amendments or supplements thereto prior to the mailing or other dissemination thereof to the holders of the Seller Common Units. (d) The Purchaser and, with respect only to the Specified Information, the Company will seek consents from Participating Holders to: • amend Seller, agree that none of the Existing Notes Indenture (information included or incorporated by reference in the “Consent Solicitation”) to: • waive Solicitation Documents will, at the applicable change time the Consent Solicitation Documents are mailed or otherwise disseminated to the holders of control provisions; • permit the entry intoSeller Common Units, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Closing any information should be discovered by either the Purchaser or the Seller that should be set forth in an amendment or supplement to the Consent Solicitation Documents so that the Consent Solicitation Documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statement therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party, and incurrence to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly mailed or otherwise disseminated to the holders of draws pursuant tothe Seller Common Units. (e) At any time prior to the obtaining of the Requisite Unitholder Consent, the New Senior Loan Facility on Independent Directors may change their recommendation to the Funding Date Board in response to any material events or circumstances, if the Independent Directors have concluded in good faith, after consultation with, and taking into account the issuance advice of, their outside legal counsel, that had such material events or circumstances occurred and/or been known to the Independent Directors prior to the date of this Agreement, the New Second Lien Notes (including any additional New Second Lien Notes issued Independent Directors would, in lieu compliance with their fiduciary duties under applicable law, not have recommended, or would have modified the terms of cash interest payments) by amending their recommendation, to the Incurrence of Indebtedness Board that the Board approve this Agreement and Issuance of Preferred Stock and Liens covenants; • amend the definition of “Permitted Holders” for purposes of the Change of Control covenant to include the Supporting Holders and their related parties; and • amend the Payments for Consents and Transactions with Affiliates covenants in connection with the transactions contemplated by this Term Sheet; • amend the security documents relating to the Existing Notes to give effect to the Term Sheet, including to consent to full subordination of the liens securing the Existing Notes to the New Senior Loan Facility and the New Second Lien Notes; and • amend and restate the existing intercreditor agreement to account for the entry into the New Senior Loan Facility on the Funding Date, the New Second Lien Notes and the related liens and the relative lien priorities of the Revolving Credit Facility, the New Senior Loan Facility, the New Second Lien Notes and the Existing Notes as contemplated by Schedule 1. In order to tender Existing Notes for exchange in the Exchange Offer, Participating Holders shall be required to deliver consents in the Consent Solicitation. Supporting Holders’ participation in the Exchange Offer and Consent Solicitation will occur at the launch of the deal and Supporting Holders shall, subject to the terms of the RSA, waive withdrawal rights with respect to tendered Existing Notes and the related Consents, with the effect that, the Company and the trustee for the Existing Notes Indenture shall be able to enter into a supplemental indenture to permit the entry into the New Senior Loan Facility and related matters on the Funding DateAgreement.

Consent Solicitation. In connection with As soon as practicable after the Exchange OfferRegistration Statement is declared effective, in order to consummate the Millennium Merger, the Company will seek shall commence a solicitation of consents from Participating Holders to: • amend the Existing Notes Indenture (the “"Consents") from the holders of all outstanding shares of the capital stock of the Company (the "Consent Solicitation”") to: • waive to approve the applicable change of control provisions; • permit the entry into, Millennium Merger and incurrence of draws pursuant to, the New Senior Loan Facility on the Funding Date and the issuance of the New Second Lien Notes (including any additional New Second Lien Notes issued in lieu of cash interest payments) by amending the Incurrence of Indebtedness and Issuance of Preferred Stock and Liens covenants; • amend the definition of “Permitted Holders” for purposes of the Change of Control covenant to include the Supporting Holders and their related parties; and • amend the Payments for Consents and Transactions with Affiliates covenants in connection with the transactions contemplated by this Term Sheet; • amend thereunder. The Consent Solicitation shall be included in the security documents relating Proxy State- ment/Prospectus/Consent Solicitation (as hereinafter defined). The effectiveness of such approval will be conditioned upon obtaining valid affirmative consents from holders of not less than a majority of the outstanding shares of Company Common Stock and the outstanding shares of Company Preferred Stock. Subject to the Existing Notes to give effect to the Term Sheet, including to consent to full subordination fiduciary duties of the liens securing the Existing Notes Company's board of directors under applicable law, and to the New Senior Loan Facility and the New Second Lien Notes; and • amend and restate the existing intercreditor agreement to account for the entry into the New Senior Loan Facility on the Funding DateSection 7.1(c)(iii) hereof, the New Second Lien Notes and the related liens and the relative lien priorities of the Revolving Credit Facility, the New Senior Loan Facility, the New Second Lien Notes and the Existing Notes as contemplated by Schedule 1. In order to tender Existing Notes for exchange in the Exchange Offer, Participating Holders Company shall be required to deliver consents include in the Consent Solicitation. Supporting Holders’ participation , the recommendation of its board of directors that the shareholders vote in the Exchange Offer and Consent Solicitation will occur at the launch favor of the deal and Supporting Holders shall, subject to the terms of the RSA, waive withdrawal rights with respect to tendered Existing Notes Millennium Merger and the related Consents, transactions. Except as may be required by the Company's Board of Directors acting in compliance with the effect thattheir fiduciary duties, the Company shall use its best efforts in the making of the Consent Solicitation and in causing the approval of the Millennium Merger and the trustee related transactions to become effective as soon as practi- cable after the Registration Statement is declared effective, including but not limited to, fixing a record date for the Existing Notes Indenture purpose of determining the holders of capital stock entitled to consent to the approval of the Millennium Merger and the related transactions and distributing the consents to the holders of capital stock of the Company. The Company shall be able deliver to enter into a supplemental indenture Parent, promptly after receipt, but in no case, more than 2 business days after receipt, notice of receipt of all consents received pursuant to permit the entry into Consent Solicitation and filing of such consents with the New Senior Loan Facility and related matters on Secretary of the Funding DateCompany. The Company shall promptly file with the Secretary of the Company after receipt, but in no case, more than one (1) business day after receipt, all consents received pursuant to the Consent Solicitation. The Company shall ensure that the Consent Solicitation is conducted in accordance with all applicable laws.

Consent Solicitation. In connection with (a) Promptly after the Exchange Offerdate of this Agreement, Parent shall prepare, or cause to be prepared, all necessary and appropriate documentation, including the consent solicitation statement, related letters or transmittal and other related documents (collectively, the “Consent Solicitation Statement”), for the Company will seek consents from Participating Holders to: • amend the Existing Notes Indenture to commence a consent solicitation (the “Consent Solicitation”) to: • waive with respect to the applicable change amendments and waivers to the Senior Notes Indenture set forth in Section 8.10(a)(i) of control provisions; • permit the entry intoParent Disclosure Letter (the “Waiver”) the terms and conditions of which will include those set forth in Section 8.10(a)(ii) of the Parent Disclosure Letter (or as may otherwise be agreed between the Company and Parent) and such other customary terms and conditions as are reasonably acceptable to the Company and Parent. Parent and the Company shall, and incurrence of draws pursuant shall cause their respective Subsidiaries and Representatives to, use reasonable best efforts to cooperate with Parent and its Representatives or the New Senior Loan Facility on Company and its Representatives, as the Funding Date and the issuance of the New Second Lien Notes (including any additional New Second Lien Notes issued in lieu of cash interest payments) by amending the Incurrence of Indebtedness and Issuance of Preferred Stock and Liens covenants; • amend the definition of “Permitted Holders” for purposes of the Change of Control covenant to include the Supporting Holders and their related parties; and • amend the Payments for Consents and Transactions with Affiliates covenants case may be, in connection with the transactions preparation of the Consent Solicitation Statement (including all amendments or supplements thereto), to execute such documents and take such other actions, in each case, as may be reasonably requested by Parent or the Company to carry out the Consent Solicitation as contemplated hereunder and to use reasonable best efforts to assist the solicitation agent in obtaining a list of beneficial holders of the Senior Notes (or The Depository Trust Company participants holding Senior Notes on behalf of such beneficial holders) and to produce customary legal opinions, certificates and other documents as may be reasonably requested by this Term Sheet; • amend the security documents relating solicitation agent in connection with the Consent Solicitation. The Consent Solicitation Statement (including all amendments or supplements thereto) and all mailings to the Existing holders of the Senior Notes in connection with the Consent Solicitation Statement shall be subject to the prior review of, and approval by, the Company, such approval to not unreasonably be withheld or delayed. (b) Reasonably promptly upon approval of the Consent Solicitation Statement by the Company, the Company shall take all commercially reasonable actions necessary to commence the Consent Solicitation, and to waive any of the conditions to the Consent Solicitation as may be reasonably requested by Parent (other than the condition that any proposed amendments not become operative until the Closing has occurred), so long as such waivers would not cause the Consent Solicitation to violate the Senior Notes Indenture, any of the Material Contracts or Applicable Law, and not to waive, without the written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, any condition to the Consent Solicitation or make any change, amendment or modification to the terms and conditions of any Consent Solicitation other than as reasonably directed by Parent or as required by Applicable Law. If at any time prior to the completion of the Consent Solicitation any information in the Consent Solicitation Statement should be discovered by the Company or Parent which the Company or Parent determines, upon the advice of its counsel, should be set forth in an amendment or supplement to the Consent Solicitation Statement so that the Consent Solicitation Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be prepared by Parent, with the Company’s cooperation and assistance, and, following final approval of such amendment by Parent and the Company, sent by the Company to holders of the Senior Notes. Notwithstanding anything to the contrary in this Section 8.10, the parties shall, in conducting the Consent Solicitation, comply with the requirements of Rule 14e-1 under the 1934 Act, to the extent applicable, and any other Applicable Laws. (c) Promptly following the expiration date of the Consent Solicitation, assuming that the required number of consents are received, the Company shall execute, and use commercially reasonable efforts to cause the trustee of the Senior Notes (the “Trustee”) to execute, a supplement to the Senior Notes Indenture to give effect to the Term SheetWaiver (“Supplemental Indenture”) and shall cause such Supplemental Indenture to become effective prior to Closing; provided that the Supplemental Indenture shall provide that the Waiver in such Supplemental Indenture shall become operative only upon Closing. Parent and the Company shall each execute and deliver such customary closing certificates and other similar documents as may be reasonably requested by the Trustee in connection with the execution of the Supplemental Indenture. Parent and the Company shall each use its commercially reasonable efforts to obtain such customary legal opinions as may be reasonably requested by the Trustee for the Senior Notes in connection with the execution of the Supplemental Indenture. (d) Parent shall select and appoint one or more solicitation agents, information agents or other agents reasonably acceptable to the Company to provide assistance in connection with the Consent Solicitation, and the Company shall, and shall cause its Subsidiaries to, enter into customary agreements (including indemnitees) with such parties so selected and on terms and conditions acceptable to Parent. (e) Each of Parent and the Company hereby acknowledges and agrees that all fees and expenses incurred by the parties in connection with the Consent Solicitation (the aggregate amount of such fees and expenses being the “Consent Solicitation Fees and Expenses Amount”), including any fees paid to consent to full subordination the holders of the liens securing the Existing Senior Notes and any fees paid to the New solicitation agents, information agents and/or other agents selected in accordance with the foregoing, shall be split equally between the Company and Parent. (f) In the event that the Consent Solicitation is unsuccessful, the Company shall, as soon as reasonably practicable after the receipt by the Company of a written request by Parent to do so (which written request shall be made by Parent on a date of its choosing within the Refinancing Period, provided that such date, in the reasonable judgment of Parent, shall allow sufficient time for the completion of the Debt Offer within the Refinancing Period), but in no event later than ten (10) Business Days following receipt of such written request (provided that Parent has provided the documentation contemplated by Section 8.10(g)), use its commercially reasonable efforts to take the following actions on such terms and conditions that are consistent with the requirements of the Senior Loan Facility Notes Indenture and the New Second Lien Notes; Senior Notes and • otherwise reasonably specified, from time to time, by Parent: (i) make an offer to purchase with respect to all of the outstanding aggregate principal amount of the Senior Notes (the “Debt Offer”) and (ii) commence a related consent solicitation to amend the Senior Notes Indenture to remove the negative covenants and restate other provisions therefrom as set forth on Section 8.10(f) of the existing intercreditor agreement to account for Parent Disclosure Letter (or as may otherwise be reasonably requested by Parent). On the entry into the New Senior Loan Facility on the Funding Closing Date, the New Second Lien Company shall accept for purchase (with funds to be advanced or contributed by Parent) the aggregate principal amount of the Senior Notes validly tendered and not validly withdrawn pursuant to the Debt Offer, subject to the satisfaction or waiver of all conditions to the Debt Offer. Upon Parent’s written request, the Company shall withdraw and terminate, amend or extend, or cause to be withdrawn and terminated, amended or extended, any Debt Offer and related consent solicitation. For the avoidance of doubt, it is understood and agreed that the price to be paid in connection with the Debt Offer, conditionality, ability to terminate, amend or extend the Debt Offer, and the form and substance of the amendments to the Senior Notes and the related liens Senior Notes Indenture to become operative on the Closing Date, and the relative lien priorities decision by Parent to terminate or extend the Debt Offer, shall be within Parent’s sole discretion. None of the Revolving Credit Facility, the New Senior Loan Facility, the New Second Lien Notes and the Existing Notes as contemplated by Schedule 1. In order to tender Existing Notes for exchange in the Exchange Offer, Participating Holders shall be required to deliver consents be repurchased prior to the Closing Date. Notwithstanding the foregoing, (x) the closing of any Debt Offer and related consent solicitation shall be conditioned on the occurrence of the Closing and funded (including any consent payment, any accrued interest, any premium and all other reasonable and documented costs and out-of-pocket expenses related thereto) by amounts provided, advanced or contributed by Parent or Merger Subsidiary, and (y) the Company and its Subsidiaries shall not be required to take any action in violation of any Applicable Law, any of their respective Organizational Documents, any Material Contract or the Senior Notes Indenture or the Senior Notes in connection with any Debt Offer and related consent solicitation. Parent and the Company shall, and shall cause their respective Representatives and advisors to, use their respective commercially reasonable efforts to provide all cooperation reasonably requested by Parent or the Company, as applicable, in connection with any Debt Offer and related consent solicitation, including entering into, upon the closing of any related consent solicitation (or on such earlier date as may be provided in the Consent SolicitationDebt Offer and related consent solicitation materials) and receipt of the requisite consents of holders of the Senior Notes, one or more supplemental indentures (to be effective upon the execution thereof, with the operative provisions thereof to take effect only upon Closing) reflecting the amendments to the Senior Notes Indenture approved in such consent solicitation, and using its commercially reasonable efforts to cause the trustee under the Senior Notes Indenture, to promptly enter into such supplemental indenture or supplemental indentures. (g) Parent shall prepare, or cause to be prepared, all necessary and appropriate documentation (including the offer to purchase and consent solicitation statement related letters of transmittal, a supplement to the Senior Notes Indenture, other related documents, and, if applicable, all mailings to the holders of the Senior Notes) in connection with the Debt Offer and related consent solicitation, in form and substance reasonably satisfactory to the Company and Parent. Supporting Holders’ participation Parent and the Company shall reasonably cooperate with each other in the Exchange preparation of all documentation relating to the Debt Offer and Consent Solicitation will occur at related consent solicitation (the launch of the deal and Supporting Holders shall“Debt Offer Documents”), which shall be subject to the terms prior review of, and comment by, the Company. The Company shall, and shall cause its Subsidiaries and Representatives to, execute such documents and take such other actions, in each case, as may be reasonably requested by Parent to carry out the Debt Offer and related consent solicitation as contemplated hereunder, to assist the dealer manager or other agent in obtaining a list of beneficial holders of the RSASenior Notes (or The Depository Trust Company participants holding Senior Notes on behalf of such beneficial holders), waive withdrawal rights and to produce customary legal opinions, certificates and other documents as may be reasonably requested by the dealer manager in connection with respect the Debt Offer and related consent solicitation. If at any time prior to tendered Existing Notes the completion of the Debt Offer and related consent solicitation any information should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Debt Offer Documents, so that such documentation shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement prepared by Parent (subject to the review of, and comment by, the Company) describing such information shall be disseminated by or on behalf of the Company to the holders of the Senior Notes. (h) In connection with the Debt Offer and related consent solicitation, Parent may select one or more dealer managers, solicitation agents, information agents, depositaries and other agents reasonably acceptable to the Company to provide assistance in connection therewith. The Company shall, and shall cause its subsidiaries to, use their commercially reasonable efforts to cooperate with such parties so selected, including entering into customary agreements with such parties on terms and conditions acceptable to Parent in order to effectuate the Debt Offer and the related Consentsconsent solicitation. (i) Parent shall pay the fees and out-of-pocket expenses of any dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the effect thatDebt Offer and related consent solicitation upon the incurrence of such fees and out-of-pocket expenses, and Parent further agrees to reimburse the Company for all of the reasonable and documented out-of-pocket costs, fees and expenses incurred by the trustee for Company in connection with the Existing Notes Indenture shall be able to enter into a supplemental indenture to permit the entry into the New Senior Loan Facility Debt Offer and related matters on the Funding Dateconsent solicitation (including any action taken to enforce Parent’s reimbursement obligation hereunder), including fees of outside counsel, accountants and advisors.

Consent Solicitation. (a) MTR shall promptly at a time reasonably requested by the Company, commence, or cause its Subsidiaries to promptly commence, one or more consent solicitations (each, a “MTR Consent Solicitation”), with respect to certain amendments and waivers to the indenture (the “MTR Senior Indenture”) dated as of August 1, 2011 among MTR, those designated Subsidiaries identified therein and Wilmington Trust, National Association, as Trustee and Collateral Agent governing MTR’s 11.5% Senior Secured Second Lien Notes due August 1, 2019 (the “MTR Notes”) on terms and conditions as may be agreed upon between the Company and MTR, and such other customary terms and conditions as are reasonably acceptable to the Company and MTR, and the Company shall assist MTR in connection therewith. If the Company requests that MTR proceed with any MTR Consent Solicitation, MTR shall irrevocably take all corporate actions necessary for the MTR Consent Solicitation. Promptly following the expiration date of the MTR Consent Solicitation, assuming the requisite consents are received with respect to the MTR Notes, MTR and its Subsidiaries, as applicable, shall execute a supplement to the MTR Senior Indenture, amending the terms and provisions of the MTR Senior Indenture as reasonably requested by the Company and as set forth in the MTR Consent Solicitation documents sent to holders of the MTR Notes (which amendment may include amendments and waivers to certain covenants contained in the MTR Notes or the MTR Senior Indenture which can be eliminated upon the favorable vote of the holders of a majority of the principal amount thereof), which supplemental indenture shall become operative immediately upon the Effective Time, and shall use all reasonable efforts to cause the trustee under the MTR Senior Indenture to enter into such supplemental indenture prior to or substantially simultaneously with the Closing. The Company shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by MTR in connection with any MTR Consent Solicitation. MTR hereby covenants and agrees to provide (or to cause to be provided) when due and payable pursuant to the terms of any MTR Consent Solicitation immediately available funds for the prompt and full payment at or prior to the Effective Time of any consent solicitation fees payable to the holders of the MTR Notes for all consents properly tendered and not withdrawn to the extent required pursuant to the terms of such MTR Consent Solicitation. (b) Promptly after the date of this Agreement, MTR, at its own expense, shall prepare all necessary and appropriate documentation in connection with any MTR Consent Solicitation, including the consent solicitation statement, related letters of transmittal and other related documents (collectively, the “MTR Consent Solicitation Statement”). MTR and the Company shall, and shall cause their respective Subsidiaries, agents and representatives to, reasonably cooperate with each other in the preparation of the Consent Solicitation Statement for each MTR Consent Solicitation. Without limiting the generality of the foregoing, the Company shall, and shall cause its Subsidiaries and the respective agents and representatives (including accountants, attorneys and other advisors) of the Company and its Subsidiaries to, provide MTR with such financial and other information with respect to the Company and its Subsidiaries, undertake reasonable efforts to obtain customary accountants’ comfort letters, if applicable, legal opinions, and other documentation and items relating to the MTR Consent Solicitation and execute such documents and take such other actions, in each case, as may be reasonably requested by MTR to carry out the MTR Consent Solicitation as contemplated hereunder. Each MTR Consent Solicitation Statement (including all amendments or supplements thereto) and all mailings to the holders of the MTR Notes in connection with such MTR Consent Solicitation shall be subject to the prior review of, and comment by, the Company and MTR and shall be reasonably acceptable in form and substance to each of them. If at any time prior to the completion of any MTR Consent Solicitation any information in the MTR Consent Solicitation Statement should be discovered by the Company and its Subsidiaries, on the one hand, or MTR, on the other, which should be set forth in an amendment or supplement to the MTR Consent Solicitation Statement, so that the MTR Consent Solicitation Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be disseminated by or on behalf of MTR to the holders of the Notes. Notwithstanding anything to the contrary in this Section 5.14, MTR shall comply with the requirements of Rule 14e-1 under the Exchange Act, if applicable, and any other Laws applicable in connection with any MTR Consent Solicitation. In connection with any MTR Consent Solicitation, MTR may select one or more solicitation agents or, if applicable, dealer managers, information agents, and other agents to provide assistance in connection therewith and MTR shall, and shall cause its Subsidiaries to, enter into customary agreements (including indemnities) with such parties so selected and on terms and conditions acceptable to MTR. (c) If none of the Exchange Offer, MTR Consent Solicitations undertaken pursuant to Section 5.14 is successful (or if MTR and the Company will seek consents from Participating Holders to: • amend agree that MTR not proceed with any MTR Consent Solicitation pursuant to Section 5.14), then MTR shall, in accordance with the Existing terms of the MTR Senior Indenture, (i) no later than thirty (30) days, but no earlier than sixty (60) days, prior to the Effective Time, mail a notice to the trustee under the MTR Senior Indenture and each holder of the MTR Notes Indenture (offering to repurchase MTR Notes pursuant to the “Consent Solicitation”) to: • waive the applicable change of control provisions; • permit provisions of the entry intoMTR Senior Indenture and (ii) take any other actions reasonably requested by the Company to otherwise comply with the change of control provisions of the Indenture and to facilitate the satisfaction and discharge of any MTR Notes tendered as part of the change of control offer to repurchase pursuant to the satisfaction and discharge provisions of the MTR Senior Indenture and the other provisions of the MTR Senior Indenture applicable thereto. Such change of control offer shall be made conditioned upon the closing of the Mergers, and incurrence the closing of draws the change of control offer shall occur, if at all, on the same day as the Closing Date, or if requested by MTR on such later date, and such change in control offer otherwise shall comply with the terms of the MTR Senior Indenture. The redemption and satisfaction and discharge of the MTR Notes pursuant to the preceding sentences are referred to collectively as the “Discharge” of the MTR Notes. The Company shall, and shall cause its Subsidiaries to, the New Senior Loan Facility on the Funding Date and the issuance of the New Second Lien Notes (including any additional New Second Lien Notes issued in lieu of cash interest payments) shall use reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by amending the Incurrence of Indebtedness and Issuance of Preferred Stock and Liens covenants; • amend the definition of “Permitted Holders” for purposes of the Change of Control covenant to include the Supporting Holders and their related parties; and • amend the Payments for Consents and Transactions with Affiliates covenants MTR in connection with the transactions contemplated by this Term Sheet; • amend the security documents relating to the Existing Notes to give effect to the Term Sheet, including to consent to full subordination Discharge of the liens securing MTR Notes. (d) MTR shall indemnify, defend, and hold harmless the Existing Notes to the New Senior Loan Facility Company, its Subsidiaries and the New Second Lien Notes; and • amend and restate the existing intercreditor agreement to account for the entry into the New Senior Loan Facility on the Funding Datetheir respective Representatives (other than any direct indemnification of any solicitation agent or dealer manager, the New Second Lien Notes and the related liens and the relative lien priorities of the Revolving Credit Facility, the New Senior Loan Facility, the New Second Lien Notes and the Existing Notes as contemplated by Schedule 1. In order to tender Existing Notes for exchange in the Exchange Offer, Participating Holders which shall be required indemnified under the applicable solicitation agent or dealer manager agreement; provided, however, that MTR shall indemnify the Company and its Subsidiaries from and against any and all liabilities incurred by them in connection with any solicitation agent or dealer manager agreement) for any liabilities incurred by any of them in connection with any action taken by them pursuant to deliver consents in the Consent Solicitation. Supporting Holders’ participation in the Exchange Offer and Consent Solicitation will occur at the launch of the deal and Supporting Holders shall, subject to the terms of the RSA, waive withdrawal rights this Agreement with respect to tendered Existing Notes any Consent Solicitation; provided, however, that MTR shall not have any obligation to indemnify, defend, and hold harmless any such party or person to the related Consents, with the effect that, extent it is finally determined by a court of competent jurisdiction that such damages suffered or incurred are attributable to information provided by the Company and the trustee for the Existing Notes Indenture that contained a material misstatement or omission. (e) MTR shall be able deemed to enter into a supplemental indenture have satisfied each of its obligations set forth in clauses (a) through (c) of this Section 5.14 if MTR shall have used its reasonable best efforts to permit comply with such obligations, regardless of the entry into the New Senior Loan Facility and related matters on the Funding Dateactual outcome of any Consent Solicitation.

Consent Solicitation. In connection As soon as practicable after the execution of this Agreement, Target shall prepare, with the Exchange Offercooperation of Acquiror, the Company will seek consents from Participating Holders to: • amend Consent Solicitation for the Existing Notes Indenture (the “Consent Solicitation”) to: • waive the applicable change shareholders of control provisions; • permit the entry into, and incurrence of draws pursuant toTarget to approve this Agreement, the New Senior Loan Facility on the Funding Date Certificate of Merger and the transactions contemplated hereby and thereby. The Consent Solicitation shall constitute a disclosure document for the offer and issuance of the New Second Lien Notes (including any additional New Second Lien Notes issued shares of Acquiror Common Stock to be received by the holders of Target Capital Stock in lieu the Merger. Target shall use reasonable commercial efforts to cause the Consent Solicitation to comply with applicable federal and state securities laws requirements. Each of cash interest payments) by amending Acquiror and Target agrees to provide promptly to the Incurrence of Indebtedness other such information concerning its business and Issuance of Preferred Stock financial statements and Liens covenants; • amend affairs as, in the definition of “Permitted Holders” for purposes reasonable judgment of the Change of Control covenant to include the Supporting Holders and their related parties; and • amend the Payments for Consents and Transactions with Affiliates covenants in connection with the transactions contemplated by this Term Sheet; • amend the security documents relating to the Existing Notes to give effect to the Term Sheetproviding party or its counsel, including to consent to full subordination of the liens securing the Existing Notes to the New Senior Loan Facility and the New Second Lien Notes; and • amend and restate the existing intercreditor agreement to account for the entry into the New Senior Loan Facility on the Funding Date, the New Second Lien Notes and the related liens and the relative lien priorities of the Revolving Credit Facility, the New Senior Loan Facility, the New Second Lien Notes and the Existing Notes as contemplated by Schedule 1. In order to tender Existing Notes for exchange in the Exchange Offer, Participating Holders shall may be required to deliver consents or appropriate for inclusion in the Consent Solicitation. Supporting Holders’ participation , or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the Exchange Offer preparation of the Consent Solicitation. Target will promptly advise Acquiror, and Acquiror will promptly advise Target, in writing if at any time prior to the Effective Time either Target or Acquiror shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Consent Solicitation will occur at in order to make the launch statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Consent Solicitation shall contain the recommendation of the deal Board of Directors of Target that the Target shareholders approve the Merger and Supporting Holders shall, subject this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the terms shareholders of Target; provided that such recommendation may not be included or may be withdrawn if previously included if Target's Board of Directors believes in good faith that a superior proposal has been made and, upon written advice of its outside legal counsel, shall determine that to include such recommendation or not withdraw such recommendation if previously included would constitute a breach of the RSABoard's fiduciary duty under applicable law. Anything to the contrary contained herein notwithstanding, waive withdrawal rights Target shall not include in the Consent Solicitation any information with respect to tendered Existing Notes and the related Consents, with the effect thatAcquiror or its affiliates or associates, the Company form and the trustee for the Existing Notes Indenture content of which information shall be able not have been approved by Acquiror prior to enter into a supplemental indenture to permit the entry into the New Senior Loan Facility and related matters on the Funding Datesuch inclusion.