Michael E. Kalogris, the Chairman and Chief Executive Officer of Holdxxxx, xxx Xxxxx X. Anderson, Chairman of the Audit Committee of the Board (togexxxx, xxx "Xxxxxxuing Directors"), will remain on the Board and (ii) the remaining three current directors will resign from the Board. Prior to the effectiveness of the resignations of any of the members of the existing Board, the Board will act to (A) increase the size of the Board to ten members and (B) approve the appointment, effective immediately following the resignation of the three current directors other than the Continuing Directors and the Closing, of (i) two (2) new directors designated by Highland Capital Management, L.P., (ii) three (3) new directors designated by Pardus Capital Management L.P., a number (not less than one (1)) to be determined of whom will be independent (as determined by the New Board) under New York Stock Exchange Rules (the "NYSE Rules") and (iii) one (1) new directors designated by DiMaio Ahmad Capital LLC, who will be independent (as determined by txx Xxx Xxxxx) under NYSE Rules, to fill six of the vacant board seats created by the resignation of such directors and the expansion of the Board. In addition, after the Closing, the eight members of the New Board shall consider the appointment of (i) one (1) additional new director designated by Highland Capital Management, L.P., who will be independent (as determined by the New Board) under NYSE Rules and (ii) one (1) additional new director designated by DiMaio Ahmad Capital LLC, who will be independent (as determined by txx Xxx Xxxxx) under NYSE Rules, to fill the two remaining vacant board seats created by the expansion of the size of the New Board to ten members at Closing (the "Post-Closing Designees"). The Parties agree that after Closing but on or prior to May 31, 2007, the New Board shall consider as candidates for the Post-Closing Designees those Persons set forth on Schedule II to this Amendment (the "Initial Post-Closing Designees"), and call such vote or solicitation of unanimous written consent of the New Board as is necessary to determine whether either or both of such Initial Post-Closing Designees shall receive unanimous approval of the eight members of the New Board as required by the immediately following paragraph of this Section 9.1(a). In the event that after Closing the New Board does not approve the election or appointment of any Initial Post-Closing Designee or subsequently submitted Post-Closing Designee by a unani...
