Common use of Termination of Obligations Clause in Contracts

Termination of Obligations. This Agreement shall terminate (except as expressly otherwise provided in Section 18), and all obligations of the Parties shall immediately terminate and be of no further force and effect, upon the occurrence of any of the following events (each, a “Termination Event”): (a) the Plan Effective Date; (b) mutual written consent of the Debtors, the Requisite Commitment Creditors and the Requisite Backstop Shareholders effective one (1) Business Day after written notice of such termination is provided to each of the Commitment Parties in accordance with Section 15 hereof; (c) the Subsequent Approvals are not obtained by the Subsequent Approvals Deadline; (d) other than as specifically permitted under this Agreement, the taking by the Debtors any of the following actions: (i) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law now or in effect after the date of this Agreement other than the Chapter 11 Cases or to implement the Restructuring Transactions; (ii) applying for or consenting to the appointment of a receiver, administrator, receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor or for a substantial part of its assets, (iii) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause (i) or (ii); or (iv) making a general assignment or arrangement for the benefit of creditors; (e) the Bankruptcy Court’s entry of an order (A) directing the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or (C) dismissing any of the Chapter 11 Cases except as contemplated by the Approved Plan or this Agreement; (f) with respect to any Commitment Creditor, the successful prosecution, challenge or objection, filed by any party (other than any of the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (i) as previously Allowed (as defined in the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to by the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists); (g) the Debtors’ receipt of written notice (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either (i) the Requisite Commitment Creditors or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any of the Debtors of any of their covenants, obligations, representations, or warranties contained in this Agreement, and such breach remains uncured (if susceptible to cure) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Date, for the avoidance of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) days after the date of such appointment; 5. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion of the Restructuring Transactions or requiring the Debtors to take actions inconsistent in any material respect with the Approved Plan, unless such ruling, judgment or order has not been stayed, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed and effective; 8. the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, except to the extent waived in accordance with the DIP Credit Agreement; 9. the Debtors’ filing of any motion or pleading with the Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Approved Plan and such motion or pleading has not been withdrawn prior to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, and (B) entry of an order of the Bankruptcy Court approving such motion or pleading; 10. (i) the Debtors’ withdrawal of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or this Agreement, or to pursue an Alternative Transaction, (ii) the Debtors’ moving to voluntarily to dismiss any of the Chapter 11 Cases, (iii) the Debtors’ moving for conversion of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, (iv) the Debtors’ moving for the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, or (v) the Debtors’ supporting any other party seeking any of the foregoing relief;

Termination of Obligations. (a) This Agreement shall terminate (except as expressly otherwise provided in Section 18), and all obligations of the Parties parties hereto shall immediately terminate and be of no further force and effect, effect as follows: (i) by the mutual written consent of Lear and Participating Noteholders holding more than 66 2/3% of the Noteholder Claims bound under this Agreement held by Participating Noteholders who are not then in breach of their obligations under this Agreement (the “Requisite Participating Noteholders”); (ii) upon two (2) business days prior written notice of termination delivered to Lear by the Requisite Participating Noteholders following the occurrence of any of the following events listed below (each, a “Termination Event”): (a) the Plan Effective Date; (b) mutual written consent of the Debtors), the Requisite Commitment Creditors and the Requisite Backstop Shareholders effective one (1) Business Day after written notice of such termination is provided to each of the Commitment Parties unless waived in accordance with Section 15 10 hereof;: (cA) the Subsequent Approvals are not obtained by the Subsequent Approvals Deadline; (d) other than as specifically permitted under this Agreement, the taking by the Debtors any of the following actions: (i) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law now or in effect after the date of this Agreement other than the Chapter 11 Cases shall not have been filed by July 9, 2009 (or to implement such later date as may be agreed by Lear and the Restructuring Transactions; (ii) applying for or consenting to the appointment of a receiver, administrator, receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor or for a substantial part of its assets, (iii) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause (i) or (iiRequisite Participating Noteholders); or (iv) making a general assignment or arrangement for the benefit of creditors; (eB) a Qualified Plan and the Disclosure Statement shall not have been filed within 60 days after the filing date of the Chapter 11 Cases (the “Petition Date”) (or such later date as may be agreed by Lear and the Requisite Participating Noteholders); (C) the Bankruptcy Court’s entry Court shall not have entered an order, in form and substance reasonably satisfactory to the Requisite Participating Noteholders, approving the adequacy of the Disclosure Statement within 150 days after the Petition Date (or such later date as may be agreed by Lear and the Requisite Participating Noteholders); (D) the Bankruptcy Court shall not have entered the Confirmation Order within 270 days after the Petition Date (or such later date as may be agreed by Lear and the Requisite Participating Noteholders); (E) a Qualified Plan shall not have been consummated within 300 days after the Petition Date (or such later date as may be agreed by Lear and the Requisite Participating Noteholders); (F) the Debtors shall have materially breached their covenants, representations, warranties or obligations under this Agreement; (G) the Debtors (1) withdraw or revoke the Qualified Plan or publicly announce their intention not to pursue the Qualified Plan or (2) propose, accept or file a motion with the Bankruptcy Court seeking approval of an order Alternative Proposal; (A1) directing the appointment of an examiner with expanded powers or a chapter 11 trustee shall have been appointed in any of the Chapter 11 Cases, Cases or (B2) converting any of the Chapter 11 Cases shall have been converted to cases under chapter 7 of the Bankruptcy Code or Chapter 7; (CI) dismissing any of the Chapter 11 Cases except as contemplated by Case of any Debtor that is an obligor or guarantor under any indenture governing the Approved Plan or this AgreementNotes is involuntarily dismissed; (fJ) with respect the CCAA Cases shall have been converted to any Commitment Creditor, Canadian bankruptcy proceedings or the successful prosecution, challenge or objection, filed by any party (other than any of the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (i) as previously Allowed (as defined in the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to CCAA Cases shall have been involuntarily dismissed by the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists)Canadian Court; (gK) the Debtors’ receipt of written notice Qualified Plan is modified or replaced such that it (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either (ior any such replacement) the Requisite Commitment Creditors or (ii) the Requisite Backstop Shareholders, of: 1. the breach at any time is not in any material respect by any of the Debtors of any of their covenants, obligations, representations, or warranties contained in this Agreement, and such breach remains uncured (if susceptible to cure) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Date, for the avoidance of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise) that are inconsistent with, whole or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) days after the date of such appointment; 5. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion of the Restructuring Transactions or requiring the Debtors to take actions inconsistent part consistent in any material respect with the Approved Plan, unless such ruling, judgment or order has not been stayed, reversed or vacated within sixty (60) days after the date of such issuanceRestructuring Term Sheet; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. (L) the termination of the Backstop Commitment Agreements once executed and effective; 8. the of, or occurrence and continuance of an Event event of Default default (as defined in the DIP Credit Agreementapplicable agreement) under, any order or agreement permitting the use of cash collateral or to provide post-petition debtor-in-possession financing or exit financing to the Debtors which shall not have been cured within any applicable grace periods or waived pursuant to the terms of the agreement governing such facility; or (M) there shall have occurred a force majeure event (to be defined as a significant global disruption in the financial markets caused by outbreak of war, terrorism, or other incidents, but not adverse changes in the financial, banking or capital markets generally); or (N) a “Termination Event” shall have occurred under the DIP Credit Agreement, except Lender Plan Support Agreement (as defined in the Restructuring Term Sheet). (iii) upon delivery of written notice of termination to the extent waived Participating Noteholders by Lear following any material breach of any of the Participating Noteholders’ representations, warranties, covenants, obligations or agreements set forth in this Agreement. (b) Upon termination of this Agreement in accordance with the DIP Credit terms herein, this Agreement shall forthwith become void and of no further force or effect, each party hereto shall be released from its commitments, undertakings and agreements under or related to this Agreement; 9. , and there shall be no liability or obligation on the Debtors’ filing part of any motion party hereto; provided, however, that in no event shall any such termination relieve a party hereto from liability from its breach or pleading with the Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Approved Plan and such motion or pleading has not been withdrawn non-performance of its obligations hereunder prior to the earlier date of (A) five (5) Business Days such termination. Upon the occurrence of any termination of this Agreement, any and all votes delivered by a Participating Noteholder prior to such termination shall be deemed, for all purposes, to be null and void from the date first instance and shall not be considered or otherwise used in any manner by the Debtors receive the Commitment Party Termination Notice, and (B) entry of an order Debtors. If this Agreement has been terminated at a time when permission of the Bankruptcy Court approving such motion shall be required for the Participating Noteholder to change or pleading; 10. withdraw (ior cause to change or withdraw) its vote to accept the Debtors’ withdrawal of Plan, the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated Debtors shall not oppose any attempt by the Approved Plan Participating Noteholder to change or withdraw (or cause to change or withdraw) such vote at such time unless the Debtors dispute the effectiveness of termination of this Agreement, . The Participating Noteholders shall have no liability to the Debtors or to pursue an Alternative Transaction, (ii) the Debtors’ moving to voluntarily to dismiss any of the Chapter 11 Cases, (iii) the Debtors’ moving for conversion each other in respect of any termination of this Agreement following the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, (iv) the Debtors’ moving for the appointment occurrence of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, or (v) the Debtors’ supporting any other party seeking any of the foregoing relief;Termination Event.

Termination of Obligations. (a) This Agreement shall terminate (except as expressly otherwise provided in Section 18), and all obligations of the Parties parties hereto shall immediately terminate and be of no further force and effect, upon effect as follows: (i) by the mutual written consent of Lear and Participating Lenders holding more than 66 2/3% of the Lender Claims bound under this Agreement (the “Requisite Participating Lenders”); (ii) on the date that is five (5) business days following the occurrence of any of the following events listed below (each, a “Termination Event”):), unless such Termination Event is waived by the Requisite Participating Lenders within such five (5) business day period: (aA) the Plan Effective Date; (b) mutual written consent of the Debtors, the Requisite Commitment Creditors and the Requisite Backstop Shareholders effective one (1) Business Day after written notice of such termination is provided to each of the Commitment Parties in accordance with Section 15 hereof; (c) the Subsequent Approvals are not obtained by the Subsequent Approvals Deadline; (d) other than as specifically permitted under this Agreement, the taking by the Debtors any of the following actions: (i) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law now or in effect after the date of this Agreement other than the Chapter 11 Cases shall not have been filed by July 9, 2009 (or to implement such later date as may be agreed by Lear and the Restructuring Transactions; (ii) applying for or consenting to the appointment of a receiver, administrator, receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor or for a substantial part of its assets, (iii) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause (i) or (iiRequisite Participating Lenders); or (iv) making a general assignment or arrangement for the benefit of creditors; (eB) a Qualified Plan and the Disclosure Statement shall not have been filed within 60 days after the filing date of the Chapter 11 Cases (the “Petition Date”) (or such later date as may be agreed by Lear and the Requisite Participating Lenders); (C) the Bankruptcy Court’s entry Court shall not have entered an order, in form and substance reasonably satisfactory to the Administrative Agent, approving the adequacy of the Disclosure Statement within 150 days after the Petition Date (or such later date as may be agreed by Lear and the Requisite Participating Lenders); (D) the Bankruptcy Court shall not have entered the Confirmation Order within 270 days after the Petition Date (or such later date as may be agreed by Lear and the Requisite Participating Lenders); (E) a Qualified Plan shall not have been consummated within 300 days after the Petition Date (or such later date as may be agreed by Lear and the Requisite Participating Lenders); (F) the Debtors shall (1) materially breach the Debtors’ covenants set forth in Section 5 above, (2) publicly announce their intention not to pursue a Qualified Plan, or (3) propose, accept or file a motion with the Bankruptcy Court seeking approval of an order Alternative Proposal; (A1) directing the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or (C) dismissing any of the Chapter 11 Cases except as contemplated by the Approved Plan or this Agreement; (f) with respect to any Commitment Creditor, the successful prosecution, challenge or objection, filed by any party (other than any of the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (i) as previously Allowed (as defined in the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to by the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists); (g) the Debtors’ receipt of written notice (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either (i) the Requisite Commitment Creditors or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any of the Debtors of any of their covenants, obligations, representations, or warranties contained in this Agreement, and such breach remains uncured (if susceptible to cure) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Date, for the avoidance of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) days after the date of such appointment; 5. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion of the Restructuring Transactions or requiring the Debtors to take actions inconsistent in any material respect with the Approved Plan, unless such ruling, judgment or order has not have been stayed, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed and effective; 8. the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, except to the extent waived in accordance with the DIP Credit Agreement; 9. the Debtors’ filing of any motion or pleading with the Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Approved Plan and such motion or pleading has not been withdrawn prior to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, and (B) entry of an order of the Bankruptcy Court approving such motion or pleading; 10. (i) the Debtors’ withdrawal of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or this Agreement, or to pursue an Alternative Transaction, (ii) the Debtors’ moving to voluntarily to dismiss any of the Chapter 11 Cases, (iii) the Debtors’ moving for conversion of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, (iv) the Debtors’ moving for the appointment of an examiner with expanded powers or a chapter 11 trustee appointed in any of the Chapter 11 Cases, or (v2) any of the Chapter 11 Cases shall have been converted to cases under Chapter 7; (H) the Chapter 11 Case of any Debtor that is a obligor or guarantor under the Credit Agreement is involuntarily dismissed; (I) the Bankruptcy Court does not enter, within 10 days after the Petition Date, an order governing the use by the Debtors of the Lenders’ cash collateral and granting adequate protection to the Lenders, substantially in the form annexed hereto as Exhibit 2; (J) the Bankruptcy Court does not enter, within 60 days after the Petition Date, a debtor in possession financing order, in form and substance reasonably satisfactory to the Administrative Agent and approving the DIP Facility (as defined in the Restructuring Term Sheet); (K) an event of default shall have occurred and be continuing under the Debtors’ supporting debtor in possession financing facility and the obligations under such facility shall have been accelerated and declared due and payable; (L) a “Termination Event” shall have occurred under the Noteholder Plan Support Agreement (as defined in the Restructuring Term Sheet); or (M) there shall have occurred a force majeure event (to be defined as a significant global disruption in the financial markets caused by outbreak of war, terrorism, or other incidents, but not adverse changes in the financial, banking or capital markets generally); provided that the Administrative Agent shall promptly provide notice of any other party seeking Termination Event to Lear (it being understood that failure to provide such notice shall not constitute a waiver of such Termination Event); or (iii) upon delivery of written notice of termination to the Administrative Agent by Lear following any material breach of any of the foregoing relief;Participating Lenders’ representations, warranties, covenants or agreements set forth in this Agreement. (b) Upon termination of this Agreement in accordance with the terms herein, this Agreement shall forthwith become void and of no further force or effect, each party hereto shall be released from its commitments, undertakings and agreements under or related to this Agreement, and there shall be no liability or obligation on the part of any party hereto; provided, however, that in no event shall any such termination relieve a party hereto from liability for its breach or non-performance of its obligations hereunder prior to the date of such termination. Upon the occurrence of any termination of this Agreement, any and all votes delivered by a Participating Lender prior to such termination shall be deemed, for all purposes, to be null and void from the first instance and shall not be considered or otherwise used in any manner by the Debtors.

Termination of Obligations. This Agreement Buyer’s obligations under this Section 2.6 shall terminate upon the earliest to occur of (except i) Seller having been paid an aggregate of $30,000,000 in Earnout Payments (exclusive of interest, as expressly otherwise provided in Section 18applicable), and (ii) Buyer having paid to Seller the applicable Prepayment (including any accrued interest thereon, as applicable), or (iii) Buyer having satisfied its Earnout Payment obligations under this Section 2.6 with respect to all obligations Earnout Years.” (o) Section 2.7(a) of the Parties shall immediately terminate Purchase Agreement is hereby deleted in its entirety and be of no further force and effect, upon replaced with the occurrence of any of the following events (each, a “Termination Event”):following: (a) Within sixty (60) days following the Plan Effective Closing Date; (b) mutual written consent , Buyer shall deliver to Seller a schedule that allocates the Base Price and the liabilities of the Debtors, Acquired Companies that are considered assumed for federal income tax purposes (plus other relevant items) among the Requisite Commitment Creditors and the Requisite Backstop Shareholders effective one (1) Business Day after written notice of such termination is provided to each Assets of the Commitment Parties Acquired Companies, which shall be reasonable and shall be prepared in accordance with Section 15 hereof; (c) the Subsequent Approvals are not obtained by the Subsequent Approvals Deadline; (d) other than as specifically permitted under this Agreement, the taking by the Debtors any 1060 of the following actions: Code. Seller shall have thirty (i30) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law now or in effect after days from the date of this Agreement other than the Chapter 11 Cases or delivery to implement the Restructuring Transactions; (ii) applying for or consenting to the appointment of a receiver, administrator, receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor or for a substantial part of its assets, (iii) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause (i) or (ii); or (iv) making a general assignment or arrangement for the benefit of creditors; (e) the Bankruptcy Court’s entry of an order (A) directing the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or (C) dismissing any of the Chapter 11 Cases except as contemplated by the Approved Plan or this Agreement; (f) with respect to any Commitment Creditor, the successful prosecution, challenge or objection, filed by any party (other than any of the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (i) as previously Allowed (as defined in the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to by the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists); (g) the Debtors’ receipt of written notice (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either (i) the Requisite Commitment Creditors or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any of the Debtors of any of their covenants, obligations, representations, or warranties contained in this Agreement, and such breach remains uncured (if susceptible to cure) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Date, for the avoidance of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2allocation schedule to review such allocation schedule. the Debtors’ failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry intoDuring such thirty (30)-day period, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect Seller may object to any of the Debtors (excluding allocations in such allocation schedule by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the appointment basis for Seller’s disagreement therewith. If Seller fails to deliver any such statement of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by objections to Buyer before the expiration of sixty such thirty (6030)-day period, the allocation schedule as presented by Buyer shall be deemed to have been accepted by Seller and shall be final and binding on Seller and Buyer. If Seller delivers a statement of objections to Buyer during such thirty (30)-day period, Buyer and Seller shall negotiate in good faith to resolve Seller’s objections within thirty (30) days after the delivery of such statement of objections, and, if the same are so resolved within such further thirty (30)-day period, the allocation scheduled prepared by Buyer, as modified by the agreement of Seller and Buyer, shall be final and binding on Seller and Buyer. Further, following the Closing Date, in the event of an adjustment to the Base Price pursuant to Section 2.4 or the payment of any Earnout Payment pursuant to Section 2.6, Buyer and Seller shall negotiate with a view to completing (within thirty (30) days after the date of such appointment; 5. adjustment or payment) the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation drafting of a material portion revised allocation schedule that allocates such adjustment or payment, together with any prior allocation determined pursuant to this Section 2.7 among the Assets of the Restructuring Transactions or requiring Acquired Companies.” (p) Section 3.14(b) of the Debtors to take actions inconsistent Purchase Agreement is hereby deleted in any material respect its entirety and replaced with the Approved Plan, unless such ruling, judgment or order has not been stayed, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed and effective; 8. the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, except to the extent waived in accordance with the DIP Credit Agreement; 9. the Debtors’ filing of any motion or pleading with the Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Approved Plan and such motion or pleading has not been withdrawn prior to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, and (B) entry of an order of the Bankruptcy Court approving such motion or pleading; 10. (i) the Debtors’ withdrawal of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or this Agreement, or to pursue an Alternative Transaction, (ii) the Debtors’ moving to voluntarily to dismiss any of the Chapter 11 Cases, (iii) the Debtors’ moving for conversion of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, (iv) the Debtors’ moving for the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, or (v) the Debtors’ supporting any other party seeking any of the foregoing relief;following:

Termination of Obligations. This Agreement shall terminate (except as expressly otherwise provided in Section 18), and all a) The obligations of the Parties a Participating Lender under this Agreement shall immediately terminate and be of no further force and effect, upon effect on the date that is three business days following the occurrence of any of the following events listed below (each, a “Termination Event”):) unless no later than three business days following the Termination Event the occurrence of such Termination Event is waived by the Participating Lenders: (ai) the Plan Effective Datebankruptcy cases of the Debtors shall not have been filed by June 17, 2009; (bii) mutual written consent of the Debtors, the Requisite Commitment Creditors a Qualified Plan and the Requisite Backstop Shareholders effective one (1) Business Day after written notice of such termination is provided to each of the Commitment Parties in accordance with Section 15 hereofDisclosure Statement shall not have been filed by August 15, 2009; (ciii) the Subsequent Approvals are Disclosure Statement shall not obtained have been approved by the Subsequent Approvals DeadlineBankruptcy Court by October 15, 2009; (d) other than as specifically permitted under this Agreement, the taking by the Debtors any of the following actions: (i) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law now or in effect after the date of this Agreement other than the Chapter 11 Cases or to implement the Restructuring Transactions; (ii) applying for or consenting to the appointment of a receiver, administrator, receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor or for a substantial part of its assets, (iii) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause (i) or (ii); or (iv) making a general assignment or arrangement for the benefit of creditorsBankruptcy Court shall not have entered the Confirmation Order by December 31, 2009; (ev) a Qualified Plan shall not have been consummated by February 15, 2010; (vi) the Bankruptcy Court’s entry of an order Debtors shall take any action inconsistent with the Debtors’ covenants set forth in Section 5 above, including without limitation (A) directing publicly announcing their intention not to pursue a Qualified Plan or (B) proposing, accepting or filing a motion with the appointment Bankruptcy Court seeking approval of an Alternative Proposal; (vii) (A) an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or (C) dismissing any of the Chapter 11 Cases except as contemplated by the Approved Plan or this Agreement; (f) with respect to any Commitment Creditor, the successful prosecution, challenge or objection, filed by any party (other than any of the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (i) as previously Allowed (as defined in the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to by the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists); (g) the Debtors’ receipt of written notice (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either (i) the Requisite Commitment Creditors or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any of the Debtors of any of their covenants, obligations, representations, or warranties contained in this Agreement, and such breach remains uncured (if susceptible to cure) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Date, for the avoidance of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) days after the date of such appointment; 5. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion of the Restructuring Transactions or requiring the Debtors to take actions inconsistent in any material respect with the Approved Plan, unless such ruling, judgment or order has not have been stayed, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed and effective; 8. the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, except to the extent waived in accordance with the DIP Credit Agreement; 9. the Debtors’ filing of any motion or pleading with the Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Approved Plan and such motion or pleading has not been withdrawn prior to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, and (B) entry of an order of the Bankruptcy Court approving such motion or pleading; 10. (i) the Debtors’ withdrawal of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or this Agreement, or to pursue an Alternative Transaction, (ii) the Debtors’ moving to voluntarily to dismiss any of the Chapter 11 Cases, (iii) the Debtors’ moving for conversion of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, (iv) the Debtors’ moving for the appointment of an examiner with expanded powers or a chapter 11 trustee appointed in any of the Chapter 11 Cases, or (vB) any of the Chapter 11 Cases shall have been converted to a case under Chapter 7; (viii) any of the Chapter 11 Cases is dismissed; (ix) a Confirmation Order is reversed on appeal or vacated; (x) the Bankruptcy Court does not enter, (i) within five business days after the Petition Date, an interim order and, (ii) within thirty days after the Petition Date, a final order, governing the use by the Debtors of the Lenders’ cash collateral and granting adequate protection to the Lenders, in form and substance reasonably satisfactory to the Administrative Agent (collectively, the “Cash Collateral Orders”); (xi) the occurrence of a termination event under the Cash Collateral Orders, unless no later than three business days following the termination event such termination event is waived pursuant to the terms thereunder; or (xii) there shall have occurred any event, development or circumstance since the Petition Date (other than any event, claim, or circumstance relating to the Chapter 11 Cases or the commencement thereof) that shall have resulted or could reasonably be expected to result in a material adverse change in the business, condition (financial or otherwise), income, operations or prospects of the Debtors. (b) Notwithstanding anything to the contrary contained in this Agreement, (i) the Debtors may furnish or cause to be furnished information concerning SFI and its subsidiaries and affiliates to a party (an “Alternative Proposal Proponent”) that SFI’s board of directors (the “Board”) believes in good faith has expressed an unsolicited legitimate interest in, and has the financial wherewithal to consummate, an Alternative Proposal on terms, including confidentiality terms, approved by the Board, (ii) the Debtors shall deliver to the Administrative Agent any proposal or offer for an Alternative Proposal received from an Alternative Proposal Proponent promptly following receipt thereof and (iii) promptly following the good faith determination by SFI and the Board that such a proposal or offer for an Alternative Proposal is likely to be more favorable to the Debtors’ supporting any estates and their creditors and other party seeking any parties to whom the Debtors owe fiduciary duties than is proposed under the Restructuring Term Sheet, taking into account, among other factors, the identity of the foregoing relief;Alternative Proposal Proponent, the likelihood that any such Alternative Proposal will be negotiated to finality within a reasonable time, the litigation risks associated with obtaining Bankruptcy Court approval of the Alternative Proposal and the potential loss to the Debtors’ estates and their creditors and other parties to whom the Debtors owe fiduciary duties if any such Alternative Proposal is not consummated, the Debtors shall notify the Participating Lenders of such determination and, unless within ten (10) business days of such notification the Participating Lenders have agreed to a modification of the Restructuring Term Sheet that would provide comparable treatment to the Debtors’ estates and their creditors and other parties to whom the Debtors owe fiduciary duties as provided by the Alternative Proposal, either of the Debtors or any Participating Lender may terminate its obligations under this Agreement by written notice to the Administrative Agent. Nothing in this Section 6(b) shall obligate any Participating Lender to agree to any Alternative Proposal or to any modification of the Restructuring Term Sheet. (c) Upon termination of this Agreement, each Participating Lender shall be released from its commitments, undertakings and agreements under or related to this Agreement and shall have the rights and remedies that it would have had and shall be entitled to take all actions that it would have been entitled to take had it not entered into this Agreement. Upon the occurrence of any termination of this Agreement any and all votes delivered by a Participating Lender prior to such termination shall be deemed, for all purposes, to be null and void from the first instance and shall not be considered or otherwise used in any manner by the Debtors.

Termination of Obligations. This Each Consenting Lender under this Agreement shall may terminate (except as expressly otherwise provided in Section 18)its obligations under this Agreement by notice to counsel to the Proposed Debtors, counsel to the Senior Agent, and all obligations of counsel to the Parties Bridge Loan Steering Committee, in which case its agreement hereto shall immediately terminate and be of no further force and effect, upon the occurrence of any of the following events (each, a “Termination Event”):if: (a) any Party (including the Plan Effective DateProposed Debtors, in furtherance of their fiduciary duties) files a chapter 11 plan providing for treatment of the Consenting Lender Claims that is inconsistent with the terms and conditions set forth in the Term Sheet or the DIP Term Sheet in a manner that is adverse to any of the Consenting Lenders; provided: that the right to terminate under this clause (a) shall only inure to a Consenting Lender whose treatment under the filed chapter 11 plan is inconsistent with the Term Sheet or DIP Term Sheet in an adverse manner; (b) mutual written consent of the Debtorson September 30, 2004, the Requisite Commitment Creditors and the Requisite Backstop Shareholders effective one (1) Business Day after written notice of such termination is provided to each of the Commitment Parties in accordance with Section 15 hereofDocument Approval Date has not occurred; (c) on September 30, 2004, the Subsequent Approvals are Proposed Debtors have completed the solicitation of votes on the Proposed Plan pursuant to section 1126(b) of the Bankruptcy Code, in accordance with applicable nonbankruptcy law and consistent with the Term Sheet and the DIP Term Sheet, but the Proposed Debtors have not obtained the acceptance of the Proposed Plan by the Subsequent Approvals Deadlinerequisite majorities under section 1126(c) of the Bankruptcy Code of each of the classes of Senior Loans and Bridge Loans; (d) other than as specifically permitted under this Agreementon September 30, 2004, the taking by the Debtors any of the following actions: (i) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law now or in effect after the date Parties have received counterpart signatures of this Agreement other than executed by the requisite bankruptcy majorities of each of the classes of Senior Lenders and Bridge Lenders in accordance with section 1126(c) of the Bankruptcy Code, but the Proposed Debtors have not either (x) commenced the Chapter 11 Cases or to implement on a pre-negotiated basis, including the Restructuring Transactions; (ii) applying for or consenting filing of the Proposed Plan, Disclosure Statement and related documents, all in form and substance reasonably satisfactory to the appointment of a receiverSenior Agent, administratorthe Senior Loan Steering Committee and the Bridge Loan Steering Committee, receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor or for a substantial part of its assets, (iii) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause (i) or (ii); or (ivy) making with the written consent of the Senior Agent, the Senior Loan Steering Committee and the Bridge Loan Steering Committee, commenced a general assignment or arrangement for solicitation of votes on the benefit Proposed Plan in accordance with section 1126(b) of creditorsthe Bankruptcy Code; (e) on September 30, 2004, the Parties have not received counterpart signatures of this Agreement executed by the holders of 66 2/3% in dollar amount and more than one-half in number of each of the Senior Loans and Bridge Loans; provided, that if by such date, counterpart pages of this Agreement have been executed by holders of at least 66 2/3% in dollar amount but not more than one-half in number of either the class of Senior Loans or the class of Bridge Loans (either such class, a "Non-Consenting Class"), then it shall not be a termination event under this clause (e) if the financial advisor to the Senior Lenders or the Bridge Lenders, as applicable, shall have represented in writing its belief, after reasonable due diligence, that after a vote taken in the Chapter 11 Cases the class of Senior Lenders or Bridge Lenders, as applicable, will vote to accept the Proposed Plan under section 1126(c) of the Bankruptcy Court’s entry Code; and provided, further, that it shall not be a termination event under this clause (e) for any Consenting Lender of an order the Non-Consenting Class if CWON and the requisite bankruptcy majorities under section 1126(c) if the Bankruptcy Code of the other class determine to proceed with the Restructuring in accordance with the terms of this Agreement and the Term Sheet and DIP Term Sheet; (Af) directing within five business days after the appointment of an examiner with expanded powers or a chapter 11 trustee in any commencement of the Chapter 11 Cases, the Proposed Debtors have not obtained interim approval of a debtor-in-possession financing facility (Bthe "DIP Financing") converting consistent with the terms set forth in the DIP Financing term sheet attached hereto as Exhibit B (the "DIP Term Sheet"); and within 30 days after the commencement of the Chapter 11 Cases, the Proposed Debtors have not obtained final approval of the DIP Financing consistent with the DIP Term Sheet; (g) after filing, there shall be any modification to the Proposed Plan or Disclosure Statement that is inconsistent with the terms and conditions set forth in the Term Sheet or the DIP Term Sheet in a manner that is adverse to any of the Consenting Lenders; (h) in the event of non-performance in any material respect by any Party hereto (the "Breaching Party"), five business days after the giving of written notice of termination by any Party hereto that has not failed to perform, in any material respect, any of its obligations hereunder, to each of the other Parties hereto of the material non-performance of the Breaching Party and such non-performance remains uncured at the conclusion of such five-business day period; (i) upon: (i) the dismissal of the Chapter 11 Cases; (ii) the conversion of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or (C) dismissing any of the Chapter 11 Cases except as contemplated by the Approved Plan or this Agreement; (f) with respect to any Commitment Creditor, the successful prosecution, challenge or objection, filed by any party (other than any of the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (i) as previously Allowed (as defined in the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to by the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists); (g) the Debtors’ receipt of written notice (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either (i) the Requisite Commitment Creditors or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any of the Debtors of any of their covenants, obligations, representations, or warranties contained in this Agreement, and such breach remains uncured (if susceptible to cure) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Date, for the avoidance of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) days after the date of such appointment; 5. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion of the Restructuring Transactions or requiring the Debtors to take actions inconsistent in any material respect with the Approved Plan, unless such ruling, judgment or order has not been stayed, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed and effective; 8. the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, except to the extent waived in accordance with the DIP Credit Agreement; 9. the Debtors’ filing of any motion or pleading with the Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Approved Plan and such motion or pleading has not been withdrawn prior to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, and (B) entry of an order of the Bankruptcy Court approving such motion or pleading; 10. (i) the Debtors’ withdrawal of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or this Agreement, or to pursue an Alternative Transaction, (ii) the Debtors’ moving to voluntarily to dismiss any of the Chapter 11 Cases, Code; (iii) the Debtors’ moving for conversion appointment of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, a trustee or receiver; or (iv) the Debtors’ moving for effective date of the appointment Proposed Plan; or (j) upon the occurrence of an examiner with expanded powers event of default that results in acceleration under the DIP Financing. No Party shall have any liability to the other or any other person as a chapter 11 trustee in any result of the Chapter 11 Cases, or (v) the Debtors’ supporting any other party seeking any termination of the foregoing relief;such Party's obligations hereunder in accordance with this paragraph.

Termination of Obligations. This Agreement shall terminate (except as expressly otherwise provided in Section 18), and all a) The obligations of the Parties a Participating Lender under this Agreement shall immediately terminate and be of no further force and effect, upon effect on the date that is three business days following the occurrence of any of the following events listed below (each, a “Termination Event”):) unless no later than three business days following the Termination Event the occurrence of such Termination Event is waived by the Participating Lenders: (ai) the Plan Effective Datebankruptcy cases of the Debtors shall not have been filed by June 17, 2009; (bii) mutual written consent of the Debtors, the Requisite Commitment Creditors a Qualified Plan and the Requisite Backstop Shareholders effective one (1) Business Day after written notice of such termination is provided to each of the Commitment Parties in accordance with Section 15 hereofDisclosure Statement shall not have been filed by August 15, 2009; (ciii) the Subsequent Approvals are Disclosure Statement shall not obtained have been approved by the Subsequent Approvals DeadlineBankruptcy Court by October 15, 2009; (d) other than as specifically permitted under this Agreement, the taking by the Debtors any of the following actions: (i) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law now or in effect after the date of this Agreement other than the Chapter 11 Cases or to implement the Restructuring Transactions; (ii) applying for or consenting to the appointment of a receiver, administrator, receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor or for a substantial part of its assets, (iii) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause (i) or (ii); or (iv) making a general assignment or arrangement for the benefit of creditorsBankruptcy Court shall not have entered the Confirmation Order by December 31, 2009; (ev) a Qualified Plan shall not have been consummated by February 15, 2010; (vi) the Bankruptcy Court’s entry of an order Debtors shall take any action inconsistent with the Debtors’ covenants set forth in Section 5 above, including without limitation (A) directing publicly announcing their intention not to pursue a Qualified Plan or (B) proposing, accepting or filing a motion with the appointment Bankruptcy Court seeking approval of an Alternative Proposal; (vii) (A) an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or (C) dismissing any of the Chapter 11 Cases except as contemplated by the Approved Plan or this Agreement; (f) with respect to any Commitment Creditor, the successful prosecution, challenge or objection, filed by any party (other than any of the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (i) as previously Allowed (as defined in the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to by the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists); (g) the Debtors’ receipt of written notice (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either (i) the Requisite Commitment Creditors or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any of the Debtors of any of their covenants, obligations, representations, or warranties contained in this Agreement, and such breach remains uncured (if susceptible to cure) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Date, for the avoidance of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) days after the date of such appointment; 5. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion of the Restructuring Transactions or requiring the Debtors to take actions inconsistent in any material respect with the Approved Plan, unless such ruling, judgment or order has not have been stayed, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed and effective; 8. the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, except to the extent waived in accordance with the DIP Credit Agreement; 9. the Debtors’ filing of any motion or pleading with the Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Approved Plan and such motion or pleading has not been withdrawn prior to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, and (B) entry of an order of the Bankruptcy Court approving such motion or pleading; 10. (i) the Debtors’ withdrawal of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or this Agreement, or to pursue an Alternative Transaction, (ii) the Debtors’ moving to voluntarily to dismiss any of the Chapter 11 Cases, (iii) the Debtors’ moving for conversion of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, (iv) the Debtors’ moving for the appointment of an examiner with expanded powers or a chapter 11 trustee appointed in any of the Chapter 11 Cases, or (vB) the Debtors’ supporting any other party seeking any of the foregoing reliefChapter 11 Cases shall have been converted to a case under Chapter 7; (viii) any of the Chapter 11 Cases is dismissed; (ix) a Confirmation Order is reversed on appeal or vacated; (x) the Bankruptcy Court does not enter, (i) within five business days after the Petition Date, an interim order and, (ii) within thirty days after the Petition Date, a final order, governing the use by the Debtors of the Lenders’ cash collateral and granting adequate protection to the Lenders, in form and substance reasonably satisfactory to the Administrative Agent (collectively, the “Cash Collateral Orders”); (xi) the occurrence of a termination event under the Cash Collateral Orders, unless no later than three business days following the termination event such termination event is waived pursuant to the terms thereunder; or (xii) there shall have occurred any event, development or circumstance since the Petition Date (other than any event, claim, or circumstance relating to the

Termination of Obligations. (a) This Agreement shall terminate (and, except as expressly otherwise provided in Section 18)herein, and all obligations of the Parties parties hereto shall immediately terminate and be of no further force and effecteffect as follows (each, a “Support Termination Event”), (i) upon termination of this Agreement by the mutual written consent of Citadel and Participating Lenders holding more than 75% in amount of the Lender Claims bound under this Agreement (the “Requisite Participating Lenders”); (ii) on the date that is five (5) business days following the occurrence of any of the following events listed below, unless any such Support Termination Event is waived by the Requisite Participating Lenders within such five (each, a “Termination Event”):5) business day period: (aA) the Plan Effective Date; (b) mutual written consent of the Debtors, the Requisite Commitment Creditors and the Requisite Backstop Shareholders effective one (1) Business Day after written notice of such termination is provided to each of the Commitment Parties in accordance with Section 15 hereof; (c) the Subsequent Approvals are not obtained by the Subsequent Approvals Deadline; (d) other than as specifically permitted under this Agreement, the taking by the Debtors any of the following actions: (i) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law now or in effect after the date of this Agreement other than the Chapter 11 Cases shall not have been filed by December 21, 2009 (or to implement such later date as may be agreed by Citadel and the Restructuring Transactions; (ii) applying for or consenting to the appointment of a receiver, administrator, receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor or for a substantial part of its assets, (iii) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause (i) or (iiRequisite Participating Lenders); or (iv) making a general assignment or arrangement for the benefit of creditors; (eB) a Qualified Plan and the Disclosure Statement shall not have been filed within 45 days after the filing date of the Chapter 11 Cases (the “Petition Date”) (or such later date as may be agreed by Citadel and the Requisite Participating Lenders); (C) an order, in form and substance reasonably satisfactory to the Agent, shall not have been entered approving the adequacy of the Disclosure Statement within 90 days after the Petition Date (or such later date as may be agreed by Citadel and the Requisite Participating Lenders); (D) the Confirmation Order shall not have been entered within 180 days after the Petition Date (or such later date as may be agreed by Citadel and the Requisite Participating Lenders); (E) a Qualified Plan shall not have been consummated within 300 days after the Petition Date (or such later date as may be agreed by Citadel and the Requisite Participating Lenders); (F) the Debtors shall have (1) materially breached the Debtors’ covenants set forth in Section 5 above, (2) publicly announced their intention not to pursue a Qualified Plan, or (3) proposed, accepted or filed a motion with the Bankruptcy Court’s entry Court seeking approval of an order Alternative Proposal; (A1) directing the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or (C) dismissing any of the Chapter 11 Cases except as contemplated by the Approved Plan or this Agreement; (f) with respect to any Commitment Creditor, the successful prosecution, challenge or objection, filed by any party (other than any of the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (i) as previously Allowed (as defined in the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to by the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists); (g) the Debtors’ receipt of written notice (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either (i) the Requisite Commitment Creditors or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any of the Debtors of any of their covenants, obligations, representations, or warranties contained in this Agreement, and such breach remains uncured (if susceptible to cure) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Date, for the avoidance of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) days after the date of such appointment; 5. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion of the Restructuring Transactions or requiring the Debtors to take actions inconsistent in any material respect with the Approved Plan, unless such ruling, judgment or order has not have been stayed, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed and effective; 8. the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, except to the extent waived in accordance with the DIP Credit Agreement; 9. the Debtors’ filing of any motion or pleading with the Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Approved Plan and such motion or pleading has not been withdrawn prior to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, and (B) entry of an order of the Bankruptcy Court approving such motion or pleading; 10. (i) the Debtors’ withdrawal of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or this Agreement, or to pursue an Alternative Transaction, (ii) the Debtors’ moving to voluntarily to dismiss any of the Chapter 11 Cases, (iii) the Debtors’ moving for conversion of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, (iv) the Debtors’ moving for the appointment of an examiner with expanded powers or a chapter 11 trustee appointed in any of the Chapter 11 Cases, or (v2) the Debtors’ supporting any other party seeking any of the foregoing reliefChapter 11 Cases shall have been converted to cases under Chapter 7; (H) the Chapter 11 Case of any Debtor that is an obligor or guarantor under the Credit Agreement shall have been dismissed; (I) the Bankruptcy Court shall not have entered the Interim Cash Collateral Order within 7 days after the Petition Date, or the Final Cash Collateral Order within 75 days after the date of entry of the Interim Cash Collateral Order; (J) there shall have occurred a force majeure event (to be defined as a significant global disruption in the financial markets caused by outbreak of war, terrorism, or other incidents, but not changes in the financial, banking or capital markets generally); (K) any court (including the Bankruptcy Court) shall declare, in a final, non-appealable order, this Agreement or a material part thereof to be unenforceable; or (L) the entry of an order by the Bankruptcy Court invalidating, disallowing, subordinating, or limiting, in any respect, as applicable, the enforceability, priority, or validity of the Lender Claims or liens securing them. (iii) upon delivery of written notice of termination to the Agent by Citadel following any material breach, in the aggregate, of the Participating Lenders’ representations, warranties, covenants or agreements set forth in this Agreement if such breach would have a material adverse effect on Citadel’s ability to obtain confirmation of, and achieve consummation of, a Qualified Plan. (b) Upon occurrence of a Support Termination Event, this Agreement shall forthwith become void and of no further force or effect, each party hereto shall be released from its commitments, undertakings and agreements under or related to this Agreement, and there shall be no liability or obligation on the part of any party hereto; provided, however, that in no event shall any such termination relieve a party hereto from (i) liability for its breach or non-performance of its obligations hereunder prior to the date of such termination and (ii) obligations under this Agreement which by their terms expressly survive any such termination; and provided, further that, notwithstanding anything to the contrary herein, any Support Termination Event may be waived in accordance with the procedures established by Section 9 hereof, in which case the Support Termination Event so waived shall be deemed not to have occurred, this Agreement shall be deemed to continue in full force and effect, and the rights and obligations of the parties hereto shall be restored, subject to any modification set forth in such waiver. Upon termination of this Agreement, any and all votes delivered by a Participating Lender prior to such termination shall be deemed, for all purposes, to be null and void from the first instance and shall not be considered or otherwise used in any manner by the Debtors.

Termination of Obligations. This Agreement shall terminate (and, except as expressly otherwise provided in Section 18)herein, and all obligations of the Parties shall immediately terminate and be of no further force and effect, upon the occurrence of any of the following events effect as follows (each, a “Support Termination Event”): (a) upon termination of this Agreement by the Plan Effective Date; (b) mutual written consent of the DebtorsCompany and 66 2/3% of the aggregate amount of outstanding Credit Agreement Claims of the Participating Lenders; provided, the Requisite Commitment Creditors and the Requisite Backstop Shareholders effective one (1) Business Day after written however, that notice of such termination is provided within one (1) business day to each of the Commitment Parties Persons and entities listed on Schedule 1 annexed hereto, in accordance with Section 15 14 hereof; (b) at 5:00 P.M. prevailing Eastern Time on July 22, 2011, as to each Participating Lender who has not agreed to extend such date; (c) upon the Subsequent Approvals are not obtained occurrence of any of the following, unless waived or extended by the Subsequent Approvals DeadlineAgent and the Steering Group Majority: (i) at 5:00 P.M. prevailing Eastern Time on May 17, 2011 unless the Company has filed with the SEC one or more Registration Statements and/or other appropriate documents for the Exchange Offer; (ii) at 5:00 P.M. prevailing Eastern Time on June 15, 2011 if the Company has not delivered to the Agent and the Steering Group Majority binding commitments with respect to the New ABL Facility in an aggregate amount not less than $300 million in form and substance acceptable to the Company, the Agent and the Steering Group Majority; (iii) at 5:00 P.M. prevailing Eastern Time on June 22, 2011 unless the Company has commenced the Exchange Offer (the “Solicitation Commencement Date”); or (iv) if the Exchange Offer has not been consummated within 15 business days after the Solicitation Commencement Date (the “Solicitation Termination Date”). (d) other than as specifically permitted under this Agreement, the taking by the Debtors if an involuntary proceeding against any of the following actions: Companies is commenced or an involuntary petition is filed seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief in respect of any of the Companies or their debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, administrative, receivership or similar law now or hereafter in effect, provided that such involuntary proceeding continues undismissed for a period of thirty (30) days after the filing thereof or if any court order grants the relief sought in such involuntary proceeding; (e) if any of the Companies (i) voluntarily commencing commences any case proceeding or filing files any petition seeking bankruptcy, winding up, dissolution, liquidation liquidation, administration, moratorium, reorganization or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, administrative receivership or substantially similar law now or hereafter in effect after the date of this Agreement other than the Chapter 11 Cases or to implement the Restructuring Transactions; effect, (ii) applying consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition described in Section 5(d) hereof, (iii) applies for or consenting consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor the Company or for a substantial part of its assets, (iiiiv) filing files an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause (i) or (ii); or (iv) making a general assignment or arrangement for the benefit of creditors; (e) the Bankruptcy Court’s entry of an order (A) directing the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or (C) dismissing any of the Chapter 11 Cases except as contemplated by the Approved Plan or this Agreement; (f) with respect to any Commitment Creditor, the successful prosecution, challenge or objection, filed by any party (other than any of the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (i) as previously Allowed (as defined in the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to by the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists); (g) the Debtors’ receipt of written notice (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either (i) the Requisite Commitment Creditors or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any of the Debtors of any of their covenants, obligations, representations, or warranties contained in this Agreement, and such breach remains uncured (if susceptible to cure) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Date, for the avoidance of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) days after the date of such appointment; 5. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion of the Restructuring Transactions or requiring the Debtors to take actions inconsistent in any material respect with the Approved Plan, unless such ruling, judgment or order has not been stayed, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed and effective; 8. the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, except to the extent waived in accordance with the DIP Credit Agreement; 9. the Debtors’ filing of any motion or pleading with the Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Approved Plan and such motion or pleading has not been withdrawn prior to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, and (B) entry of an order of the Bankruptcy Court approving such motion or pleading; 10. (i) the Debtors’ withdrawal of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or this Agreement, or to pursue an Alternative Transaction, (ii) the Debtors’ moving to voluntarily to dismiss any of the Chapter 11 Cases, (iii) the Debtors’ moving for conversion of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, (iv) the Debtors’ moving for the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, or (v) the Debtors’ supporting any other party seeking any of the foregoing relief;proceeding,

Termination of Obligations. (a) This Agreement shall terminate (except as expressly otherwise provided in Section 18), and all of the obligations of the Parties shall immediately terminate and be of no further force or effect in the event that (i) the Plan is confirmed and effectbecomes effective pursuant to a final non-appealable order, (ii) the Parties mutually agree to such termination in writing or (iii) this Agreement is terminated pursuant to paragraph (b), (c) or (d) of this Section 5. (b) The Debtors may terminate this Agreement by written notice to the Agent upon the occurrence of any of the following events: (i) a determination by the board of directors of Holdings (the “Board”) that proceeding with the Restructuring and pursuit of confirmation and consummation of the Plan would be inconsistent with the Board’s fiduciary obligations under applicable law; (ii) a breach by any Consenting Lender of its material obligations hereunder, which breach is not cured within five business days after the giving of written notice by the Debtors of such breach to such Consenting Lender; or (iii) any Consenting Lender shall assert any claim or cause of action against any Debtor or any of its current directors, officers or advisors relating to the Prepetition Credit Facility, except to enforce the terms of this Agreement. (c) This Agreement may be terminated upon the occurrence of any of the following events (each, a it being understood that the following termination events are intended solely for the benefit of the Consenting Lenders) (the “Lender Termination EventEvents”): (ai) failure of the Plan Effective DateDebtors to meet either of the deadlines set forth in Paragraphs 4(a) above; (bii) mutual written consent 11:59 P.M. (Eastern) on the date that is 60 days after the Petition Date, unless on or prior to such time the Debtors have filed the Disclosure Statement and Plan with the Bankruptcy Court; (iii) 11:59 P.M. (Eastern) on the date that is 90 days after the Petition Date, unless on or prior to such time the Bankruptcy Court has entered an order, in form and substance reasonably satisfactory to the Consenting Lenders, approving the Disclosure Statement under section 1125 of the Bankruptcy Code; (iv) 11:59 P.M. (Eastern) on the date that is 150 days after the Petition Date, unless on or prior to such time the Bankruptcy Court has entered an order, in form and substance reasonably satisfactory to the Consenting Lenders, confirming the Plan under section 1129 of the Bankruptcy Code; (v) 11:59 P.M. (Eastern) on the date that is 330 days after the Petition Date (the “Consummation Deadline”), unless on or prior to such time the Plan has become effective in accordance with its terms; provided that the Consummation Deadline may be extended by the Consenting Lenders, in their discretion, for 30 days so long as (i) the Consummation Deadline has not been delayed as a result of any breach of the Debtors, the Requisite Commitment Creditors and the Requisite Backstop Shareholders effective one (1) Business Day after written notice of such termination is provided to each of the Commitment Parties in accordance with Section 15 hereof; (c) the Subsequent Approvals are not obtained by the Subsequent Approvals Deadline; (d) other than as specifically permitted ’ material obligations under this Agreement, the taking including any failure by the Debtors to submit any filings with the FCC necessary to obtain the requisite approvals or waivers from the FCC to consummate the Restructuring and (ii) the Parties hereto are waiting solely for any such approvals or waivers from the FCC in order for the Consummation Deadline to occur; (vi) the “Termination Date” has occurred (after giving effect to any cure and notice periods) under, and as defined, in any interim or final order issued by the Bankruptcy Date authorizing the Debtors to use the cash collateral of the Agent and the Secured Lenders; (vii) filing by the Debtors of a plan of reorganization or liquidation (or disclosure statement related thereto) in the Chapter 11 Cases that is not the Plan; (viii) after filing of the Plan, any amendment or modification to the Plan or the Disclosure Statement, or the filing of any pleading by any of the following actions: (i) voluntarily commencing Debtors that seeks to amend or modify the Plan, the Disclosure Statement, the Definitive Documents or any case documents related thereto, which amendment, modification or filing is inconsistent with this Agreement and the Term Sheet; (ix) any petition seeking bankruptcyof the Debtors publicly announces its support for any plan of reorganization or liquidation that is materially inconsistent with the Plan, winding upwithdraws, dissolutionor files a motion to withdraw the Plan, liquidation gives the notice described in Paragraph 4(i) or other substantially similar relief under otherwise evinces an intention in writing not to proceed with the pursuit of confirmation and consummation of the Plan or to proceed with any federalalternative Chapter 11 plan or transaction; (x) a breach by the Debtors of their material obligations hereunder, state or foreign bankruptcy, insolvency, receivership or substantially similar law now or in effect which breach is not cured within five business days after the date giving of written notice by the Agent (acting on behalf of the Consenting Lenders) of such breach; (xi) any representation or warranty made by any Debtor pursuant to this Agreement other than shall prove to have been false or misleading in any material respect when so made; (xii) the issuance of an order in the Chapter 11 Cases terminating any Debtor’s exclusive right to file a plan or plans of reorganization under section 1121 of the Bankruptcy Code; provided that such order is not the result of a motion filed by any Consenting Lender; (xiii) any event, development or circumstance occurs that results in any Debtor being unable to perform its material obligations under this Agreement; (xiv) a chapter 11 trustee or an examiner with enlarged powers relating to the operation of the Debtors’ businesses shall be appointed in any of the Chapter 11 Cases or any of the Debtors shall file a motion or other request for such relief; (xv) any Debtor shall file a motion or adversary proceeding challenging the validity, enforceability, perfection or priority of, or seeking the avoidance, of the liens securing the Secured Lenders’ claims under the Prepetition Credit Facility, or any other cause of action is asserted by any Debtor against the Agent, any Secured Lender, or any their respective affiliates, subsidiaries, members, directors, officers, representatives, attorneys or advisors relating to the Prepetition Credit Facility, except to enforce the terms of this Agreement; (xvi) any of the Chapter 11 Cases shall have been dismissed or converted to cases under Chapter 7 of the Bankruptcy Code; (xvii) any member of the Series A Stockholder Committee or any holder of Series B Common Stock (or their respective successors or assigns) shall (i) take action in opposition to the Plan or the transactions contemplated thereby, (ii) fail to take actions necessary to implement the Restructuring TransactionsPlan; provided that the Debtors reserve the right to reimburse the holders of Old Equity for any reasonable expenses incurred in performing such actions, or (iii) not consent to the release of the Secured Lenders and the Debtors, as long as reciprocal releases are granted to holders of Old Equity as part of the Plan (such member or holder, a “Dissenting Holder”); provided that it shall not be a Lender Termination Event hereunder if, after receiving written notice from the Agent (acting on behalf of the Consenting Lenders), the Debtors amend or modify the Term Sheet or, if applicable, the Plan and Disclosure Statement to provide (i) that such Dissenting Holder shall not receive or retain any property on account of its Old Equity under the Plan or (ii) applying for if (and only if) the Debtors are unable to amend or consenting modify the Plan as described in clause (i) under applicable bankruptcy law, that all holders of Old Equity shall not receive or retain any property on account of such Old Equity under the Plan; it being agreed and understood that such Term Sheet, as amended and modified pursuant to the appointment of a receiver, administrator, receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor or for a substantial part of its assets, (iii) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause (i) or (ii); ) above, or, if applicable, such Plan and Disclosure Statement, as amended and modified pursuant to clause (i) or (ii) above, shall become for all purposes under this Agreement the “Term Sheet” or, if applicable, the “Plan” and “Disclosure Statement”. Upon the occurrence of any Lender Termination Event under (A) paragraphs (i), (ii), (iii), (iv), (v), (vi), (x) making a general assignment or arrangement (xii) of this Section 5(c), this Agreement shall terminate automatically without further action required by any party and (B) paragraph (vii), (viii), (ix), (xi), (xiii), (xiv), (xv), (xvi) or (xvii) of this Section 5(c), this Agreement shall terminate after the giving of written notice by the Agent (acting on behalf of the Consenting Lenders) of such Lender Termination Event (the date of termination under clause (A) or (B), the “Termination Date”). For the avoidance of doubt, the automatic stay arising under section 362 of the Bankruptcy Code shall be deemed waived or modified to the greatest extent permitted under law for purposes of providing notice hereunder. (d) The Debtors or the benefit Consenting Lenders (by written notice executed by the Agent acting at the direction of creditors;the Consenting Lenders) may terminate this Agreement by written notice to the Parties in the event that the Bankruptcy Court or other governmental authority shall have issued any order, injunction or other decree or take any other action, in each case, which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the implementation of the Restructuring and/or the Plan substantially on the terms and conditions set forth in this Agreement. (e) the Bankruptcy Court’s entry of an order (A) directing the appointment of an examiner with expanded powers or a chapter 11 trustee in any If this Agreement is terminated pursuant to this Section 5, all further obligations of the Chapter 11 CasesParties hereunder shall be terminated without further liability, provided that each Party shall have all rights and remedies available to it under applicable law (B) converting for all matters unrelated to this Agreement), the Prepetition Credit Facility and any of the Chapter 11 Cases to cases under chapter 7 documents or agreements ancillary thereto. If this Agreement is terminated at a time when permission of the Bankruptcy Code Court is required for a Consenting Lender to change or withdraw (Cor cause to change or withdraw) dismissing any of its vote to accept the Chapter 11 Cases except as contemplated by the Approved Plan or this Agreement; (f) with respect to any Commitment CreditorPlan, the successful prosecution, challenge Debtors shall not oppose any attempt by such Consenting Lender to change or objection, filed by any party withdraw (other than any of or cause to change or withdraw) such vote at such time so long as the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (i) as previously Allowed (as defined in the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to by the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists); (g) the Debtors’ receipt of written notice (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either (i) the Requisite Commitment Creditors or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any of the Debtors of any of their covenants, obligations, representations, or warranties contained in this Agreement, and such breach remains uncured (if susceptible to cure) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Date, for the avoidance of doubt nothing herein shall provide a breaching Party Consenting Lender has complied with the ability to terminate provisions of this Section 5. Upon a termination of this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with this Section 1 5, no Party hereto shall have any continuing liability or obligation to any other Party hereto and the provisions of this Agreement shall have no further force or effect, except for the provisions in Sections 13-25, each of which shall survive termination of this Agreement, ; provided that includes terms (by amendment no such termination shall relieve any party from liability for its breach or otherwise) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment non-performance of a liquidator, trustee, custodian, receiver or similar person or entity with respect its obligations hereunder prior to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) days after the date of such appointment; 5termination. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion of the Restructuring Transactions or requiring the Debtors to take actions inconsistent in any material respect with the Approved Plan, unless such ruling, judgment or order has not been stayed, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed and effective; 8. the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, except to the extent waived in accordance with the DIP Credit Agreement; 9. the Debtors’ filing of any motion or pleading with the Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Approved Plan and such motion or pleading has not been withdrawn prior to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, and (B) entry of an order of the Bankruptcy Court approving such motion or pleading; 10. (i) the Debtors’ withdrawal of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or this Agreement, or to pursue an Alternative Transaction, (ii) the Debtors’ moving to voluntarily to dismiss any of the Chapter 11 Cases, (iii) the Debtors’ moving for conversion of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, (iv) the Debtors’ moving for the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, or (v) the Debtors’ supporting any other party seeking any of the foregoing relief;follows:

Termination of Obligations. (a) This Agreement shall terminate (and, except as expressly otherwise provided in Section 18)herein, and all obligations of the Parties parties hereto shall immediately terminate and be of no further force and effect, effect upon the occurrence of any of the following events (each, a “Support Termination Event”): (ai) the Plan Effective Date; (b) termination of this Agreement by the mutual written consent of the Debtors, the Requisite Commitment Creditors Company and the Requisite Backstop Shareholders effective one (1) Business Day after written notice of such termination is provided to each Consenting Noteholders holding no less than a majority in principal amount of the Commitment Parties in accordance with Section 15 hereofNotes Claims held at any such time of the Consenting Noteholders (the “Required Consenting Noteholders”); (cii) the Subsequent Approvals are commencement of an involuntary case against the Company under the Bankruptcy Code if such involuntary case is not obtained by dismissed within 60 days of it having been commenced (so long as no order for relief is theretofore entered), unless such involuntary case has been converted to a chapter 11 case with the Subsequent Approvals Deadlineconsent of the Company and no other Support Termination Event has occurred; (d) other than as specifically permitted under this Agreement, the taking by the Debtors any of the following actions: (i) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law now or in effect after the date of this Agreement other than the Chapter 11 Cases or to implement the Restructuring Transactions; (ii) applying for or consenting to the appointment of a receiver, administrator, receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor or for a substantial part of its assets, (iii) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause (i) or (ii); or (iv) making a general assignment or arrangement for the benefit of creditors; (e) the Bankruptcy Court’s entry of an order (A) directing the appointment of an examiner with expanded powers or a chapter 11 trustee in any conversion of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases Case to cases a case under chapter 7 of the Bankruptcy Code Code; (iv) the appointment of a trustee, receiver or examiner with expanded powers in the Chapter 11 Case; (v) the delivery to the Company by the Required Consenting Noteholders of written notice of termination following the occurrence of any of the events listed below: (A) the Company shall have (1) publicly announced its intention not to pursue the Restructuring, or (2) proposed or accepted an Alternative Proposal; (B) the principal holder of the Preferred Stock fails to enter into the Preferred Stockholder Support Agreement or such agreement is breached or terminated; (C) dismissing any the Company fails to launch the solicitation of votes for the Restructuring by November 1, 2011; (D) the Company fails to consummate the Restructuring on an out-of-court basis by December 15, 2011; (E) if the Company and the Required Consenting Noteholders agree to effectuate the Restructuring through the Chapter 11 Cases except as contemplated by the Approved Plan or this Agreement;Case: (fI) with respect the Company fails to any Commitment Creditor, commence the successful prosecution, challenge Chapter 11 Case (the “Petition Date”) on or objection, filed by any party (other than any of the Commitment Parties or their respective affiliates, transferees or assignees) to the amount before (i) as previously Allowed (as defined in November 1, 2011 if the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to by Company does not launch the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists); (g) the Debtors’ receipt solicitation of written notice (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either (i) the Requisite Commitment Creditors votes or (ii) December 30, 2011 if the Requisite Backstop ShareholdersCompany launches the solicitation of votes, but does not consummate the Restructuring on an out-of:-court basis; 1. (II) the Company fails to file the Plan and related disclosure statement (the “Solicitation Materials”) with the Bankruptcy Court within 5 days after the Petition Date, each of which shall be materially consistent with this Agreement and the Restructuring Term Sheet and shall be in a form and substance acceptable to counsel to the Informal Noteholders Committee; (III) the Bankruptcy Court’s order(s) approving the Solicitation Materials and setting a hearing to confirm the Plan shall not have been entered by the Bankruptcy Court within 35 days after the filing of the Plan, or as soon thereafter as the Bankruptcy Court’s schedule permits; (IV) the Bankruptcy Court’s order confirming the Plan (the “Confirmation Order”), which Plan, including all exhibits, appendices, plan supplement documents, and related documents, shall be acceptable to counsel to the Informal Noteholders Committee, shall not have been entered by the Bankruptcy Court within 35 days after the date that the Solicitation Materials are approved; provided, however, that so long as the Company is proceeding in good faith towards confirmation of the Plan, upon written notice from the Company to counsel to the Informal Noteholders Committee in accordance with Section 24 hereof, there shall be a 15-day extension of such 35-day period; (V) the effective date of the Plan shall not have occurred within 15 days after the date that the Plan is confirmed; provided, however, that so long as the Company is proceeding in good faith towards confirmation of the Plan, upon written notice from the Company to counsel to the Informal Noteholders Committee in accordance with Section 24 hereof, there shall be a 15-day extension of such 15-day period; (VI) the amendment, modification, or filing of a pleading by the Company seeking to amend or modify the Plan, Solicitation Materials, or any documents related to the foregoing, including motions, notices, exhibits, appendices, and orders, in a manner not reasonably acceptable to counsel to the Informal Noteholders Committee; (F) the Company or any of their advisors fail to reasonably cooperate with the Informal Noteholders Committee or their professionals or provide them upon request at any time or from time to time with reasonable access to information regarding the operations, business affairs and financial condition of the Company, as requested by the Informal Noteholders Committee and their professionals; provided, however, any written notice of termination based on this provision shall specify what actions the Company or its advisors would need to take to reasonably cooperate and that taking such actions would be deemed to cure this Support Termination Event; (G) the breach in any material respect by the Company of any of the Debtors of any of their covenants, obligations, representations, warranties, or warranties contained covenants of the Company set forth in this Agreement, and such breach remains uncured (if susceptible to cure) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Date, for the avoidance of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwiseH) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) days after the date of such appointment; 5. the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction jurisdiction, of any ruling, decision, judgment ruling or order enjoining the consummation of the Restructuring in a way that cannot be reasonably remedied by the Company in a manner that does not prevent or otherwise preventing diminish in a material way compliance with the terms of the Restructuring Term Sheet and this Agreement; provided, however, that the Company shall have ten business days after receiving such ruling or order to cure any breach in a manner that does not prevent or diminish in a material way compliance with the terms of the Restructuring Term Sheet and this Agreement; or (vi) the delivery of written notice of termination from the Company to counsel for the Informal Noteholders Committee upon the occurrence of any of the following: (A) any material breach, in the aggregate, of one or more Consenting Noteholders’ representations, warranties, covenants, or agreements set forth in this Agreement if such breach is continuing and would have a material adverse effect on the Company’s ability to complete the Restructuring; (B) the board of directors of the Company reasonably determines based upon the advice of counsel that proceeding with the Restructuring would be inconsistent with the exercise of its fiduciary duties; (C) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling or order enjoining the consummation of a material portion of the Restructuring Transactions or requiring Restructuring. The Company, its directors and its officers shall have no liability to any of the Debtors to take actions inconsistent Consenting Noteholders in respect of any material respect with the Approved Plan, unless such ruling, judgment or order has not been stayed, reversed or vacated within sixty (60) days after the date termination of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed and effective; 8. the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, except to the extent waived in accordance with the DIP Credit terms of this Section 9(a)(v); or (D) the principal holder of the Preferred Stock fails to enter into the Preferred Stockholder Support Agreement or such agreement is breached or terminated. (b) No Support Termination Event shall occur if the Company’s failure to accomplish the actions set forth above is due to or caused by a breach or violation by Consenting Noteholders of their covenants and agreements set forth herein. The Company shall have five business days from delivery of written notice of termination from the Required Consenting Noteholders to the Company to cure any Support Termination Event set forth in this Section 9(a)(v)(A) – (H). (c) Upon the occurrence of a Support Termination Event, this Agreement shall be of no further force and effect and each Party hereto shall be released from its commitments, undertakings, and agreements under or related to this Agreement and shall have the rights and remedies that it would have had it not entered into this Agreement; 9, and shall be entitled to take all actions, whether with respect to the Restructuring or otherwise, that it would have been entitled to take had it not entered into this Agreement. Upon the Debtors’ filing occurrence of any motion termination of this Agreement, any and all consents tendered by the Consenting Noteholders prior to such termination shall be deemed, for all purposes, to be null and void from the first instance and shall not be considered or pleading otherwise used in any manner by the Parties in connection with the Bankruptcy Court that is inconsistent in any material respect with Restructuring and this Agreement or otherwise. (d) Notwithstanding any provision in this Agreement to the Approved Plan contrary, upon the written consent of the Required Consenting Noteholders, the dates set forth in this Section may be extended prior to or upon each such date and such motion or pleading has not been withdrawn prior later dates agreed to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, in lieu thereof and (B) entry of an order shall be of the Bankruptcy Court approving such motion or pleading; 10. (i) same force and effect as the Debtors’ withdrawal of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or this Agreement, or to pursue an Alternative Transaction, (ii) the Debtors’ moving to voluntarily to dismiss any of the Chapter 11 Cases, (iii) the Debtors’ moving for conversion of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, (iv) the Debtors’ moving for the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, or (v) the Debtors’ supporting any other party seeking any of the foregoing relief;dates provided herein.

Termination of Obligations. This Agreement shall terminate may be terminated as follows: (except as expressly otherwise provided in Section 18), and all obligations a) by the mutual written consent of the LodgeNet Parties and the Requisite Consenting Lenders, provided that notice of such termination is provided within one (1) business day to the persons and entities listed on Schedule 1 annexed hereto, in accordance with Section 14 hereof; it being understood that any termination hereof by the LodgeNet Parties would be a breach of the Investment Agreement, unless such termination occurs in accordance with the LodgeNet Parties’ fiduciary duties. (b) by the Requisite Consenting Lenders, upon the material breach by any LodgeNet Party of any of the undertakings, representations, warranties or covenants of the LodgeNet Parties set forth in this Agreement, including the LodgeNet Parties’ obligations under Section 4, which breach remains uncured for a period of three (3) business days after the receipt by Purchaser and LodgeNet Interactive of written notice of such breach from the Prepetition Agent or any Consenting Lender, unless waived by the Requisite Consenting Lenders; (c) by LodgeNet Interactive, upon the material breach by any Consenting Lender of any of the undertakings, representations, warranties or covenants of the Consenting Lenders set forth in this Agreement, including the Consenting Lenders’ obligations under Section 3, which breach remains uncured for a period of three (3) business days after the receipt of written notice of such breach from the LodgeNet Parties unless waived by the LodgeNet Parties; provided, however, if the LodgeNet Parties otherwise have sufficient support from the other non-breaching Consenting Lenders to obtain confirmation of the Approved Plan notwithstanding such breach, such breach shall immediately terminate and be not result in termination of no further force and effect, this Agreement; (d) by the Requisite Consenting Lenders upon the occurrence of any of the following events following, unless, if applicable, the applicable deadline is extended by the Requisite Consenting Lenders in writing: (eachi) at 5:00 p.m. prevailing Eastern Time on January 31, a “Termination Event”):2013, unless the Petition Date has occurred and the LodgeNet Parties have filed the Approved Plan and Disclosure Statement, in accordance with Sections 1(a) and 1(b) hereof; (ii) at 5:00 p.m. prevailing Eastern Time on the first business day that is five (5) calendar days after the Petition Date, unless the Bankruptcy Court shall have entered either (a) the Plan Effective Date; Interim DIP Order consistent in all respects with the DIP Term Sheet attached hereto as Exhibit C or (b) mutual written consent of the DebtorsInterim Cash Collateral Order providing the Prepetition Lenders with adequate protection as set forth in the DIP Term Sheet attached hereto as Exhibit C, the Requisite Commitment Creditors and the Requisite Backstop Shareholders effective one (1) Business Day after written notice of such termination is provided to in each of the Commitment Parties case in accordance with Section 15 1(b) hereof, so long as the Consenting Lenders have taken reasonable efforts to support such interim orders; (ciii) at 11:59 p.m. prevailing Eastern Time on the first business day that is forty-five (45) calendar days after the Petition Date, unless the Bankruptcy Court shall have entered either (a) the Subsequent Approvals are not obtained by Final DIP Order consistent in all respects with the Subsequent Approvals DeadlineDIP Term Sheet attached hereto as Exhibit C or (b) the Final Cash Collateral Order providing the Prepetition Lenders with adequate protection as set forth in the DIP Term Sheet attached hereto as Exhibit C, in each case in accordance with Section 1(b) hereof, so long as the Consenting Lenders have taken reasonable efforts to support such final orders; (div) other than as specifically permitted under this Agreementat 11:59 p.m. prevailing Eastern Time on the first business day that is sixty (60) calendar days after the Petition Date, unless the Bankruptcy Court shall have entered the Disclosure Statement Order, in accordance with Section 1(b) hereof (the “Disclosure Statement Approval Date”); (v) at 11:59 p.m. prevailing Eastern Time on the first business day that is ten (10) calendar days after the Disclosure Statement Approval Date, unless the LodgeNet Parties have commenced the Solicitation (the “Solicitation Commencement Date”); (vi) at 11:59 p.m. prevailing Eastern Time on the first business day that is (A) in the case the Solicitation Commencement Date occurs on or prior to the Petition Date sixty (60) calendar days after the Petition Date or (B) in the case the Solicitation Commencement Date occurs after the Petition Date, the taking earlier of (x) sixty (60) calendar days after the Solicitation Commencement Date and (y) one hundred and twenty (120) calendar days after the Petition Date, unless the Bankruptcy Court shall have entered the Confirmation Order, in accordance with Section 1(b) hereto and in the form of the Confirmation Order attached to the Investment Agreement; (vii) at 11:59 p.m. prevailing Eastern Time on the first business day that is fifteen (15) calendar days following entry by the Debtors Bankruptcy Court of the Confirmation Order if there has not occurred substantial consummation (as defined in section 1101 of the Bankruptcy Code) of the Approved Plan on or before such date; (viii) upon the filing by the LodgeNet Parties of any motion or other request for relief seeking to (1) dismiss any of the following actions: Chapter 11 Cases, (i2) voluntarily commencing convert any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law now or in effect after the date of this Agreement other than the Chapter 11 Cases or to implement a case under chapter 7 of the Restructuring Transactions; (ii) applying for or consenting to the appointment of a receiverBankruptcy Code, administrator, receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor or for a substantial part of its assets, (iii) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause (i) or (ii); 3) appoint a trustee or (iv) making a general assignment or arrangement for the benefit of creditors; (e) the Bankruptcy Court’s entry of an order (A) directing the appointment of an examiner with expanded powers pursuant to section 1104 of the Bankruptcy Code in any of the Chapter 11 Cases; (ix) upon the entry of an order by the Bankruptcy Court (1) dismissing any of the Chapter 11 Cases, (2) converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, (3) appointing a trustee or a chapter 11 trustee an examiner with expanded powers pursuant to section 1104 of the Bankruptcy Code in any of the Chapter 11 Cases, (B4) converting any of the Chapter 11 Cases to cases terminating or shortening exclusivity under chapter 7 section 1121 of the Bankruptcy Code Code, (5) making a finding of fraud, dishonesty or (C) dismissing misconduct by any executive, officer or director of the Chapter 11 Cases except as contemplated by LodgeNet Parties, regarding or relating to the Approved Plan or this AgreementLodgeNet Parties; (fx) with respect to any Commitment Creditorupon the withdrawal, the successful prosecution, challenge amendment or objection, filed by any party (other than any of the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (i) as previously Allowed (as defined in the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to modification by the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists); (g) the Debtors’ receipt LodgeNet Parties of written notice (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either (i) the Requisite Commitment Creditors or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any of the Debtors of any of their covenants, obligations, representations, or warranties contained in this Agreement, and such breach remains uncured (if susceptible to cure) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Date, for the avoidance of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) days after the date of such appointment; 5. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion of the Restructuring Transactions or requiring the Debtors to take actions inconsistent in any material respect with the Approved Plan, unless such rulingthe Disclosure Statement, judgment the Confirmation Order, the New Term Loan Documents or order has not been stayedthe Exit Revolver Agreement, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect manner other than as may be permitted in Section 9 hereof, or that is requested the filing by any other person a LodgeNet Party of a pleading seeking to amend or entity and materially and adversely affects modify the Restructuring Transaction Interim DIP Order or materially delays its implementation; 7. Final DIP Order, the termination Approved Plan, the Disclosure Statement, the Confirmation Order, the New Term Loan Documents or the Exit Revolver Agreement, in each case without the consent of the Backstop Commitment Agreements once executed and effective; 8. Requisite Consenting Lenders, or if any of the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, except to the extent waived in accordance with the DIP Credit Agreement; 9. the Debtors’ filing of LodgeNet Parties files any motion or pleading with the Bankruptcy Court that is inconsistent not consistent in any material respect with this Agreement Agreement, the Approved Plan, the Disclosure Statement, the Confirmation Order, the New Term Loan Documents or the Approved Plan Exit Revolver Agreement (in each case with such amendments and modifications as have been effected or would be permitted in accordance with the terms hereof) and such motion or pleading has not been withdrawn prior to the earlier of (Ai) five three (53) Business Days business days after the LodgeNet Parties and the Purchaser receive written notice from the date the Debtors receive the Commitment Party Termination Notice, Requisite Consenting Lenders and (Bii) the entry of an order of the Bankruptcy Court approving such motion or pleadingmotion; 10. (ixi) the Debtors’ withdrawal of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or Bankruptcy Court grants relief that is inconsistent with this Agreement, the Approved Plan, the New Term Loan Documents or to pursue an Alternative Transactionthe Exit Revolver Agreement in any material respect (in each case with such amendments and modifications as have been properly effected or are permitted in accordance with the terms hereof); (xii) any of the LodgeNet Parties files, proposes or otherwise supports any plan of liquidation, asset sale of all or a material portion of LodgeNet Interactive’s assets or plan of reorganization other than the Approved Plan; (iixiii) upon the discovery of any gross negligence, willful misconduct or fraud by any officer or director of a LodgeNet Party that has a material adverse effect on any Consenting Lender; (xiv) the Debtors’ moving issuance by any governmental authority, or any other regulatory authority or court of competent jurisdiction, of any ruling or order enjoining the consummation of a material portion of the Restructuring, other than a ruling or order that is subject to voluntarily a bona fide challenge or appeal; (xv) the entry of an order by any court of competent jurisdiction invalidating, disallowing, subordinating, or limiting, in any respect, as applicable, the enforceability, priority, or validity of the Lender Claims or claims granted under the Interim DIP Order or Final DIP Order or the liens securing each of the foregoing, other than a ruling or order that is subject to dismiss any a bona fide challenge or appeal; (xvi) except as resulting from (A) the filing of the Chapter 11 Cases, (B) any financial covenant default, (C) any payment default (whether of interest or principal or otherwise), (D) any breach or default under the HBO Services Affiliation Agreement for Lodging Industry Distributor, dated as of December 1, 2003 (as amended, supplemented or otherwise modified), between LodgeNet Interactive and Home Box Office, Inc., or (E) any breach or default under the SMATV Sales Agency and Transport Services Agreement, dated as of September 19, 2010 (as amended, supplemented or otherwise modified), as in effect on the date hereof, between LodgeNet Interactive and DirecTV, Inc. (k/n/a DirecTV, LLC), any breach of or default under (subject to applicable grace periods), (i) the Prepetition Credit Agreement that has not been specifically waived, consented to or forborne by the Lenders prior to the date hereof, that would be adverse to the Consenting Lenders, (ii) any waivers or forbearance agreements executed in connection with the Prepetition Credit Agreement, that would be adverse to the Consenting Lenders (iii) the Debtors’ moving for conversion of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, Interim DIP Order or (iv) the Debtors’ moving for the appointment of an examiner with expanded powers or Final DIP Order; (xvii) a chapter 11 trustee in bankruptcy filing by any of the Chapter 11 CasesLodgeNet Parties in any jurisdiction other than as provided for in this Agreement; or (xviii) termination of the Investment Agreement, or if Colony or any LodgeNet Party is in breach of its obligations under the Investment Agreement which breach would permit the other party to terminate the Investment Agreement, and such breach has not been cured or waived within five (v5) calendar days of the Debtors’ supporting notice thereof to the Consenting Lenders, provided, however, that if the Requisite Consenting Lenders have not exercised their right to terminate this Agreement pursuant to this Section 5(d)(xviii) and such breach has been cured or waived following such five (5) calendar day period, the Requisite Consenting Lenders shall no longer have the right to terminate this Agreement pursuant to this Section 5(d)(xviii) on account of such breach. For the avoidance of doubt, the Parties hereby waive any requirement under section 362 of the Bankruptcy Code to lift the automatic stay thereunder for purposes of providing notice under this Agreement (and agree not to object to any non-breaching Party seeking, if necessary, to lift such automatic stay in connection with the giving any such notice). Upon termination of this Agreement, this Agreement shall forthwith become void and of no further force or effect, each Party hereto shall be released from its commitments, undertakings and agreements under this Agreement or related to this Agreement and the Approved Plan, as applicable, and there shall be no liability or obligation on the part of any Party hereto; provided that in no event shall any such termination relieve a Party hereto from (i) liability for its breach or non-performance of its obligations hereunder prior to the date of such termination, notwithstanding any termination of this Agreement by any other party seeking Party, and (ii) obligations under this Agreement which expressly survive any such termination pursuant to Section 17 hereunder. Upon termination of this Agreement in accordance with its terms, any and all consents, tenders, waivers, forbearances and votes delivered by a Prepetition Lender Party prior to such termination, shall be deemed, for all purposes, to be null and void from the foregoing relief;first instance and shall not be considered or otherwise used in any manner by any Party.

Termination of Obligations. This Agreement shall terminate (except as expressly otherwise provided in Section 18), and all a) The obligations of the Parties Consenting Stockholders and each Consenting Noteholder hereunder shall immediately terminate and be of no further force and effect, upon the occurrence of effect if (each a "Termination Event"): (i) any of the following events (eachAVS Group shall not have consummated the Restructuring on or before 5:00 p.m. New York time March 31, a “Termination Event”):2002 or such later date as the AVS Group, the Consenting Noteholders, the Investors and the Consenting Stockholders shall mutually agree; (aii) a registration statement describing the Plan Effective DateExchange Offer shall not have been filed with the Securities and Exchange Commission (the "SEC") by September 15, 2001; (iii) in the event that (x) AVS shall have commenced a Chapter 11 Case, and the Chapter 11 Case shall have been dismissed or converted to a case under Chapter 7 of the United States Bankruptcy Code or a trustee shall have been appointed, (y) AVS shall have commenced a Chapter 11 Case and shall not have filed a plan of reorganization incorporating the terms of the Restructuring contemporaneously therewith, or (z) an involuntary case has been commenced against AVS and such involuntary case has not been dismissed or converted to a voluntary Chapter 11 Cases within 120 days; (iv) AVS or any member of the AVS Group shall have withdrawn or modified the Restructuring; provided, however, that modifications to the Restructuring that do not materially adversely affect the Consenting Noteholders shall not be deemed to be a withdrawal. Any decrease in the amount or change in the form of the distributions to be made to the class of holders of AVS Note Claims under the Restructuring, and any increase in the amount or change in the form of the distributions to be made to the class of holders of equity interests under the Restructuring, shall be deemed a withdrawal of the Restructuring; or (v) AVS breaches any material provision of this Agreement, including, but not limited to, ceasing to use its best efforts to obtain approval of the Restructuring. (b) mutual written consent If any Termination Event occurs (and has not been waived) at the time when permission of a bankruptcy court shall be required for a Consenting Noteholder to change or withdraw (or cause to be changed or withdrawn) its vote to accept the DebtorsRestructuring, the Requisite Commitment Creditors and the Requisite Backstop Shareholders effective one AVS shall not oppose any attempt by such Consenting Noteholder to change or withdraw (1or cause to be changed or withdrawn) Business Day after written notice of such termination is provided to each of the Commitment Parties in accordance with Section 15 hereof;vote at such time. (c) The AVS Group and each Consenting Noteholder and Consenting Stockholder hereby further covenants and agrees to negotiate the Subsequent Approvals are not obtained by the Subsequent Approvals Deadline; (d) other than as specifically permitted under this Agreement, the taking by the Debtors any of the following actions: (i) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law now or in effect after the date of this Agreement other than the Chapter 11 Cases or definitive documents relating to implement the Restructuring Transactions; (ii) applying for or consenting to the appointment of a receiver, administrator, receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor or for a substantial part of its assets, (iii) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause (i) or (ii); or (iv) making a general assignment or arrangement for the benefit of creditors; (e) the Bankruptcy Court’s entry of an order (A) directing the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or (C) dismissing any of the Chapter 11 Cases except as contemplated by the Approved Plan or this Agreement; (f) with respect to any Commitment Creditor, the successful prosecution, challenge or objection, filed by any party (other than any of the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (i) as previously Allowed (as defined in the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to by the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists); (g) the Debtors’ receipt of written notice (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either (i) the Requisite Commitment Creditors or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any of the Debtors of any of their covenants, obligations, representations, or warranties contained in this Agreement, and such breach remains uncured (if susceptible to cure) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Date, for the avoidance of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) days after the date of such appointment; 5. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion of the Restructuring Transactions or requiring the Debtors to take actions inconsistent in any material respect with the Approved Plan, unless such ruling, judgment or order has not been stayed, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed and effective; 8. the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, except to the extent waived in accordance with the DIP Credit Agreement; 9. the Debtors’ filing of any motion or pleading with the Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Approved Plan and such motion or pleading has not been withdrawn prior to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, and (B) entry of an order of the Bankruptcy Court approving such motion or pleading; 10. (i) the Debtors’ withdrawal of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or this Agreement, or to pursue an Alternative Transaction, (ii) the Debtors’ moving to voluntarily to dismiss any of the Chapter 11 Cases, (iii) the Debtors’ moving for conversion of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, (iv) the Debtors’ moving for the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, or (v) the Debtors’ supporting any other party seeking any of the foregoing relief;good faith.

Termination of Obligations. (a) The holders of a majority in principal amount of the Subordinated Notes held by the Consenting Noteholders (the "Majority Holders") may terminate this Agreement by written notice to Pliant and JPM upon the occurrence of any of the following events: (i) Neither the commencement of the Exchange Offer nor the Filing Date has occurred by January 20, 2006; (ii) If the Filing Date occurs after commencement of the Exchange Offer, the Plan of Reorganization is not confirmed within 90 days after completion of solicitation of acceptances thereof; (iii) If the Filing Date occurs prior to commencement of the Exchange Offer, the Plan of Reorganization is not confirmed within 150 days after the Filing Date; (iv) Pliant commences an exchange offer or files a chapter 11 plan providing for treatment of the Subordinated Notes or the Consenting Noteholder Claims that is inconsistent with the terms and conditions set forth in the Term Sheet in a manner that is materially adverse to the Consenting Noteholders; (v) After commencement of the Exchange Offer, there shall be any modification to the Exchange Documents that is inconsistent with the terms and conditions set forth in the Term Sheet in a manner that is materially adverse to the Consenting Noteholders; (vi) after filing of the Plan of Reorganization, there shall be any modification or supplement to the Plan Documents that is inconsistent with the terms and conditions set forth in the Term Sheet in a manner that is materially adverse to the Consenting Noteholders; (vii) Pliant has materially breached any of its other obligations hereunder and has failed to cure such breach within ten business days after the giving of written notice of such breach, or (viii) JPM, at any time, ceases to own more than 50.1% of Pliant's common equity; (ix) Pliant shall withdraw the Exchange Offer or Plan of Reorganization or publicly announce its intention not to support the Exchange Offer or Plan of Reorganization; or (x) JPM has materially breached any of its obligations hereunder and has failed to cure such breach within ten business days after the giving of written notice of such breach. (b) This Agreement shall terminate (except as expressly otherwise provided in Section 18)will automatically terminate, and all obligations of the Parties shall immediately terminate and be of no further force and effectwithout notice, upon the occurrence of any of the following events (each, a “Termination Event”):events: (a) the Plan Effective Date; (b) mutual written consent of the Debtors, the Requisite Commitment Creditors and the Requisite Backstop Shareholders effective one (1) Business Day after written notice of such termination is provided to each of the Commitment Parties in accordance with Section 15 hereof; (c) the Subsequent Approvals are not obtained by the Subsequent Approvals Deadline; (d) other than as specifically permitted under this Agreement, the taking by the Debtors any of the following actions: (i) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law now or in effect after the date Filing Date, and prior to the confirmation of this Agreement other than the Plan of Reorganization, any or all of the Chapter 11 Cases shall have been converted to a case or cases under chapter 7, to implement the Restructuring Transactions; one or more liquidating chapter 11 cases, or dismissed; (ii) applying for the Bankruptcy Court terminates Pliant's exclusive period to file the Plan of Reorganization or consenting to the appointment of a receiver, administrator, receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor or for a substantial part of its assets, such exclusive period lapses; (iii) filing an answer admitting the material allegations examiner is appointed pursuant to section 1104(c)(1) of a petition filed against it in any such proceeding referred to in clause (i) or (ii); or (iv) making a general assignment or arrangement for the benefit of creditors; (e) the Bankruptcy Court’s entry of an order (A) directing the appointment of an examiner Code with expanded powers to run the business of Pliant, or an examiner or the Bankruptcy Court makes a finding of fraud, dishonesty, or misconduct by any officer or director of Pliant, or a trustee under chapter 7 or chapter 11 trustee of the Bankruptcy Code is appointed for Pliant in any of the Chapter 11 Cases, ; or (Biv) converting any of the Chapter 11 Cases court shall enter a final non-appealable judgment or order declaring this Agreement to cases under chapter 7 of the Bankruptcy Code or (C) dismissing any of the Chapter 11 Cases except as contemplated by the Approved Plan or this Agreementbe unenforceable; (fc) with respect to any Commitment Creditor, the successful prosecution, challenge or objection, filed by any party (other than any of the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (i) as previously Allowed (as defined in the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to by the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists); (g) the Debtors’ receipt of written notice (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either (i) the Requisite Commitment Creditors or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any of the Debtors of any of their covenants, obligations, representations, or warranties Notwithstanding anything contained in this Agreement, and such breach remains uncured (if susceptible to cure) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Date, for the avoidance of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise) that are inconsistent with, or in violation ofherein, this Agreement or the Approved Plan;will automatically terminate on June 15, 2006. 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60d) days after the date of such appointment; 5. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion of the Restructuring Transactions or requiring the Debtors to take actions inconsistent in any material respect with the Approved Plan, unless such ruling, judgment or order has not been stayed, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with If this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed and effective; 8. the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, except to the extent waived terminated in accordance with the DIP Credit Agreement; 9. foregoing, all further obligations of the Debtors’ filing Parties hereunder shall be terminated without further liability of any motion or pleading with Party except for any liabilities of the Bankruptcy Court that is inconsistent in any material respect with Parties arising from a breach of this Agreement or the Approved Plan and such motion or pleading has not been withdrawn occurring prior to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, and (B) entry of an order of the Bankruptcy Court approving such motion or pleading; 10. (i) the Debtors’ withdrawal of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or this Agreement, or to pursue an Alternative Transaction, (ii) the Debtors’ moving to voluntarily to dismiss any of the Chapter 11 Cases, (iii) the Debtors’ moving for conversion of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, (iv) the Debtors’ moving for the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, or (v) the Debtors’ supporting any other party seeking any of the foregoing relief;termination hereof.

Termination of Obligations. This Agreement shall terminate (may be terminated as follows and, except as expressly otherwise provided in Section 18)herein, and all obligations of the Parties shall immediately terminate and be of no further force and effecteffect upon such termination (each such termination event, a “Termination Event”):‌ (a) by the mutual written consent of the Required Consenting First Lien Lenders3 and the Required Consenting Second Lien Noteholders; (b) by the Required Consenting Second Lien Noteholders upon a material breach by a Consenting First Lien Lender of any of the undertakings, representations, warranties or covenants of the Consenting First Lien Lenders under this Agreement; (c) by the Required Consenting Second Lien Noteholders if the Consenting First Lien Lenders have failed to make Prepetition First Lien Loans by 5:00 p.m. prevailing Eastern Time on November 4, 2016, in an amount necessary to enable the Debtors to pay the Restructuring Disbursements for the Pre-Filing Advance Period; (d) by the Required Consenting First Lien Lenders upon a material breach by a Consenting Second Lien Noteholder of any of the undertakings, representations, warranties or covenants of the Consenting Second Lien Noteholders under this Agreement; (e) by the Required Consenting First Lien Lenders or the Required Consenting Second Lien Noteholders upon the occurrence of any of the following events events, unless such event is waived or the applicable deadline is extended by the Required Consenting First Lien Lenders or the Required Consenting Second Lien Noteholders, as applicable, in writing (eachwhich waiver or extension may be withheld, a “Termination Event”conditioned or delayed by the Required Consenting First Lien Lenders or the Required Consenting Second Lien Noteholders, as applicable): (a) the Plan Effective Date; (b) mutual written consent of the Debtors, the Requisite Commitment Creditors and the Requisite Backstop Shareholders effective one (1) Business Day after written notice of such termination is provided to each of the Commitment Parties in accordance with Section 15 hereof; (c) the Subsequent Approvals are not obtained by the Subsequent Approvals Deadline; (d) other than as specifically permitted under this Agreement, the taking by the Debtors any of the following actions: (i) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law now or in effect after the date of this Agreement other than the Chapter 11 Cases have not been commenced by 11:59 p.m. prevailing Eastern Time on November 6, 2016, or to implement the Restructuring Transactions; (ii) applying for or consenting to the appointment of a receiver, administrator, receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor or for a substantial part of its assets, (iii) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause (i) or (ii); or (iv) making a general assignment or arrangement for the benefit of creditors; (e) the Bankruptcy Court’s entry of an order (A) directing the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or (C) dismissing any of the Chapter 11 Cases except later date as contemplated by the Approved Plan or this Agreement; (f) with respect to any Commitment Creditor, the successful prosecution, challenge or objection, filed by any party (other than any of the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (i) as previously Allowed (as defined in the Plan Term Sheet) by a court order and/or (ii) as separately previously may be agreed to by the Debtors Required Consenting First Lien Lenders and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists)Required Consenting Second Lien Noteholders; (g) the Debtors’ receipt of written notice (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either (i) the Requisite Commitment Creditors or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any of the Debtors of any of their covenants, obligations, representations, or warranties contained in this Agreement, and such breach remains uncured (if susceptible fail to cure) before the earlier obtain entry of (ix) five the Interim Order and the Final Order (5collectively, the “DIP Orders”) Business Days from within 2 and 34 calendar days, respectively, after the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Petition Date, which DIP Orders, for the avoidance of doubt nothing herein doubt, shall provide be in form and substance acceptable to the Required Consenting First Lien Lenders and the Required Consenting Second Lien Noteholders; or (iii) the DIP Orders shall have been modified, amended, reversed, vacated or stayed in a breaching manner not acceptable to the Required Consenting Second Lien Noteholders and Required First Lien Lenders. Upon the termination of this Agreement pursuant to this Section 4, this Agreement shall forthwith become void and of no further force or effect, each Party with shall be released from its commitments, undertakings and agreements under or related to this Agreement, and there shall be no liability or obligation on the ability part of any Party; provided, however, that in no event shall any such termination relieve a Party from (i) liability for its breach or non-performance of its obligations hereunder prior to the date of such termination, notwithstanding any termination of this Agreement by any other Party, and (ii) obligations under this Agreement which expressly survive any such termination pursuant to Section 14; provided further, however, that notwithstanding anything to the contrary herein, (i) the right to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ under this Section 4 shall not be available to any Party whose failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) days after the date of such appointment; 5. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion of the Restructuring Transactions or requiring the Debtors to take actions inconsistent in fulfill any material respect with the Approved Plan, unless such ruling, judgment or order has not been stayed, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed and effective; 8. the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, except to the extent waived in accordance with the DIP Credit Agreement; 9. the Debtors’ filing of any motion or pleading with the Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Approved Plan and such motion or pleading has not been withdrawn prior to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, and (B) entry of an order of the Bankruptcy Court approving such motion or pleading; 10. (i) the Debtors’ withdrawal of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or this Agreement, or to pursue an Alternative Transaction, (ii) the Debtors’ moving to voluntarily to dismiss any of the Chapter 11 Cases, (iii) the Debtors’ moving for conversion of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, (iv) the Debtors’ moving for the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, or (v) the Debtors’ supporting any other party seeking any of the foregoing relief;obligation

Termination of Obligations. This Agreement shall terminate (and, except as expressly otherwise provided set forth in Section 18)16, and all obligations of the Parties shall immediately and automatically terminate and be of no further force and effect, effect upon the occurrence first to occur of any of the following events (each, a “Support Termination Event”): (a) by the Plan Effective Date; (b) mutual written consent of the Debtors, the Requisite Commitment Creditors Company and the Requisite Backstop Shareholders effective one (1) Business Day after written Required Supporting Stakeholders, provided that notice of such termination is provided within five business days to each of the Commitment Parties persons and entities listed on Schedule 1 annexed hereto, in accordance with Section 15 13 hereof; (b) upon the material breach by the Company of any of the undertakings, representations, warranties or covenants of the Company set forth in this Agreement, which breach remains uncured for a period of five business days after the receipt of written notice of such breach from the Required Supporting Stakeholders and unless such breach is waived by the Required Secured Noteholders and the Required Convertible Noteholders; (c) upon the Subsequent Approvals are not obtained material breach by the Subsequent Approvals Deadline;Support Party of any of the undertakings, representations, warranties or covenants of the Support Party set forth in this Agreement, which breach remains uncured for a period of five business days after the receipt of written notice of such breach from the Company unless waived by the Company; or (d) other than upon the occurrence of any of the following, unless such Support Termination Event is waived or, as specifically permitted applicable, extended, in writing by the Secured Noteholders and the Required Convertible Noteholders: (i) at 11:59 P.M. prevailing Eastern Time on January 15, 2016, unless the Company has commenced the Secured Note Exchange Offer by such time; (ii) at 11:59 P.M. prevailing Eastern Time on the fifth business day after the date the 2015 10-K is filed by the Company with the SEC, unless the Company has filed the Convertible Note Registration Statement (and related Statement on Schedule TO) with the SEC and commenced, in accordance with Rule 13e-4 under this Agreementthe Exchange Act, the Registered Convertible Note Exchange Offer by such time; (iii) at 11:59 P.M. prevailing Eastern Time on March 31, 2016, unless the Secured Note Exchange Offer has been consummated by such time; (iv) at 11:59 P.M. prevailing Eastern Time on June 30, 2016, unless each of the Private Convertible Note Exchange and the Registered Convertible Note Exchange Offer has been consummated by such time; (v) at 11:59 P.M. prevailing Eastern Time on June 30, 2016, unless the Company shall have obtained the Stockholder Approval by such time; (vi) at 11:59 P.M. prevailing Eastern Time on March 31, 2016, unless the Company shall have obtained an unqualified audit opinion of Deloitte & Touche LLP with respect to the Company’s audited financial statements as of and for the year ended December 31, 2015; (vii) at 11:59 P.M. prevailing Easter Time on March 31, 2016, unless the Companyshal have filed with the SEC the Form 10-K for 2015; (viii) the issuance by any governmental authority, or any other regulatory authority or court of competent jurisdiction, of any ruling, order, injunction, judgment or decree enjoining or otherwise preventing the consummation of the Transactions; (ix) (A) the Company sells, assigns, transfers, conveys or otherwise disposes of all or substantially all of its assets or property in one or more related transactions; (B) a Change of Control (as defined in the Existing Secured Note Indenture); or (C) the Company taking by any corporate action for the Debtors purpose of authorizing any of the foregoing; (x) the commencement of an involuntary bankruptcy case against the Company or any of its subsidiaries or the filing of an involuntary petition seeking a bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief in respect of the Company or any of its subsidiaries or debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, administrative, receivership or similar law now or hereafter in effect (provided that such involuntary proceeding is not dismissed within a period of thirty days after the filing thereof) or if any court of competent jurisdiction enters an order that grants the relief sought in such involuntary proceeding; or (xi) the Company taking any of the following actions: (iA) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation liquidation, administration, moratorium, reorganization or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, administrative receivership or substantially similar law now or hereafter in effect after effect, (B) consenting to the date of this Agreement other than the Chapter 11 Cases institution of, or failing to implement the Restructuring Transactions; contest in a timely and appropriate manner, any involuntary proceeding or petition described above, (iiC) applying for or consenting to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor the Company or for a substantial part of its assets, (iiiD) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause proceeding, (i) or (ii); or (ivE) making a general assignment or arrangement for the benefit of creditors; creditors or (eF) taking any corporate action for the Bankruptcy Court’s entry purpose of an order (A) directing the appointment of an examiner with expanded powers or a chapter 11 trustee in authorizing any of the Chapter 11 Casesforegoing. Upon the occurrence of a Support Termination Event, (B) converting unless waived pursuant to Section 9, this Agreement shall terminate, each Party shall be released from its commitments, undertakings and agreements under or related to this Agreement and any of the Chapter 11 Cases Transaction Documents, and there shall be no liability or obligation on the part of any Party hereto; provided, however, that in no event shall any such termination relieve a Party hereto from (i) liability for its breach or non-performance of its obligations under this Agreement before the date of such termination and (ii) obligations under this Agreement which expressly survive any such termination pursuant to cases under chapter 7 Section 16 hereunder. Upon termination of the Bankruptcy Code or (C) dismissing this Agreement, any of the Chapter 11 Cases except as contemplated consents, tenders and votes delivered by the Approved Plan or this Agreement; (f) Support Party prior to such termination with respect to any Commitment Creditoraction that has not yet been consummated shall be deemed, for all purposes, to be null and void from the successful prosecution, challenge first instance and shall not be considered or objection, filed by otherwise used in any party (other than any of the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (i) as previously Allowed (as defined in the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to manner by the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists); (g) the Debtors’ receipt of written notice (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either (i) the Requisite Commitment Creditors or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any of the Debtors of any of their covenants, obligations, representations, or warranties contained in this Agreement, and such breach remains uncured (if susceptible to cure) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Date, for the avoidance of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) days after the date of such appointment; 5. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion of the Restructuring Transactions or requiring the Debtors to take actions inconsistent in any material respect with the Approved Plan, unless such ruling, judgment or order has not been stayed, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed and effective; 8. the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, except to the extent waived in accordance with the DIP Credit Agreement; 9. the Debtors’ filing of any motion or pleading with the Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Approved Plan and such motion or pleading has not been withdrawn prior to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, and (B) entry of an order of the Bankruptcy Court approving such motion or pleading; 10. (i) the Debtors’ withdrawal of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or this Agreement, or to pursue an Alternative Transaction, (ii) the Debtors’ moving to voluntarily to dismiss any of the Chapter 11 Cases, (iii) the Debtors’ moving for conversion of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, (iv) the Debtors’ moving for the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, or (v) the Debtors’ supporting any other party seeking any of the foregoing relief;Company.

Termination of Obligations. This Agreement shall terminate (except a) When (i) the Company delivers to the Trustee all outstanding First Mortgage Notes (other than First Mortgage Notes replaced pursuant to Section 2.08, it being understood that such First Mortgage Notes are no longer outstanding) for cancellation or (ii) all outstanding First Mortgage Notes have become due and payable and the Company irrevocably deposits with the Trustee funds or U.S. Government Obligations sufficient (without reinvestment thereof) to pay at maturity all outstanding First Mortgage Notes, including all interest thereon to the date of such deposit (in the case of First Mortgage Notes which have become due and payable) or to the Maturity Date or redemption date, as expressly otherwise provided in the case may be (other than First Mortgage Notes replaced pursuant to Section 182.08, it being understood that such First Mortgage Notes are no longer outstanding), and if in either case the Company pays all obligations other sums payable hereunder by the Company, then this Indenture shall, subject to Sections 8.01(c) and 8.04, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Parties shall immediately terminate Company accompanied by an Officers' Certificate and be an Opinion of no further force and effectCounsel, upon each stating that all conditions precedent to the occurrence of any discharge of the following events (eachFirst Mortgage Notes as contemplated by this Article 8 have been complied with, a “Termination Event”): (a) and at the Plan Effective Date;cost and expense of the Company. (b) mutual written consent of the DebtorsSubject to Sections 8.01(c), 8.01(d) and 8.04, the Requisite Commitment Creditors and the Requisite Backstop Shareholders effective one (1) Business Day after written notice of such termination is provided to each of the Commitment Parties in accordance with Section 15 hereof; (c) the Subsequent Approvals are not obtained by the Subsequent Approvals Deadline; (d) other than as specifically permitted under this Agreement, the taking by the Debtors Company at any of the following actions: time may terminate (i) voluntarily commencing any case or filing any petition seeking bankruptcyall its obligations under the First Mortgage Notes, winding up, dissolution, liquidation or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law now or in effect after this Indenture and the date of this Agreement other than the Chapter 11 Cases or to implement the Restructuring Transactions; Security Documents (ii) applying for or consenting to the appointment of a receiver, administrator, receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor or for a substantial part of its assets, (iii) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause (i"legal defeasance option") or (ii) its obligations under Sections 4.09 through 4.24 (the "covenant defeasance option"); or (iv) making a general assignment or arrangement for . The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the benefit Company exercises its legal defeasance option, payment of creditors; (e) the Bankruptcy Court’s entry First Mortgage Notes may not be accelerated because of an order (A) directing Event of Default. If the appointment of an examiner with expanded powers or a chapter 11 trustee in any Company exercises its covenant defeasance option, payment of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or (C) dismissing any of the Chapter 11 Cases except as contemplated by the Approved Plan or this Agreement; (f) with respect to any Commitment Creditor, the successful prosecution, challenge or objection, filed by any party (other than any of the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (i) as previously Allowed (as defined in the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to by the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists); (g) the Debtors’ receipt of written notice (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either (i) the Requisite Commitment Creditors or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any of the Debtors of any of their covenants, obligations, representations, or warranties contained in this Agreement, and such breach remains uncured (if susceptible to cure) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Date, for the avoidance of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is First Mortgage Notes may not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) days after the date of such appointment; 5. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion of the Restructuring Transactions or requiring the Debtors to take actions inconsistent in any material respect with the Approved Plan, unless such ruling, judgment or order has not been stayed, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed and effective; 8. the occurrence and continuance be accelerated because of an Event of Default (as defined specified in the DIP Credit AgreementSection 6.01(iii) under the DIP Credit Agreement, except to the extent waived in accordance with the DIP Credit Agreement; 9. the Debtors’ filing arising from a violation of any motion or pleading with the Bankruptcy Court that is inconsistent in any material respect with this Agreement of Sections 4.09 through 4.24. (c) Notwithstanding clause (a) or the Approved Plan and such motion or pleading has not been withdrawn prior to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, and (B) entry of an order exercise of the Bankruptcy Court approving such motion legal defeasance option as set forth above, the Company's obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.13, 4.07, 7.07, 7.08, 8.03 and 8.04 shall survive until the First Mortgage Notes have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.03 and 8.04 shall survive. (d) The Company may exercise its legal defeasance option or pleading;its covenant defeasance option only if: 10. (i) the Debtors’ withdrawal Company shall have irrevocably deposited or caused to be deposited with the Trustee or the Paying Agent and conveyed all right, title and interest for the benefit of the Approved Plan Holders of the First Mortgage Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders for that purpose, money or direct non-callable obligations of, or noncallable obligations guaranteed by, the Debtors’ public announcement United States of their intention America for the payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. Government Obligations"), maturing as to withdraw principal and interest in such amounts and at such times as are sufficient, without consideration of any reinvestment of such interest, to pay principal of and interest on the Approved Plan other than outstanding First Mortgage Notes to maturity or redemption, as contemplated the case may be, as certified by the Approved Plan or this Agreement, or to pursue Company in an Alternative Transaction, Officers' Certificate; (ii) the Debtors’ moving Trustee shall have been irrevocably instructed pursuant to voluntarily such Officers' Certificate to dismiss any apply such money or the proceeds of such U.S. Government Obligations to the Chapter 11 Cases, payment of said principal and interest with respect to the First Mortgage Notes; (iii) no Default or Event of Default shall have occurred and be continuing on the Debtors’ moving for conversion date of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, such deposit; (iv) the Debtors’ moving Company shall have delivered to the Trustee (A) either (1) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of such First Mortgage Notes shall not recognize income, gain or loss for the appointment of an examiner with expanded powers or Federal income tax purposes as a chapter 11 trustee in any result of the Chapter 11 CasesCompany's exercise of its option under this Section 8.01 and shall be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, or (2) an Opinion of Counsel to the same effect as the ruling described in clause (1) accompanied by a ruling to that effect published by the Internal Revenue Service, unless there has been a change in the applicable Federal income tax law since the date the First Mortgage Notes were originally issued, such that a ruling from the Internal Revenue Service is no longer required, and (a) an Opinion of Counsel to the effect that, after the passage of 90 days following the deposit, the trust funds shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; and (v) the Debtors’ supporting any other party seeking any Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. Upon satisfaction of the foregoing relief;conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates hereunder; provided, however, that no deposit under 8.01(d)(i) shall be effective to terminate the obligations of the Company under the First Mortgage Notes, this Indenture or the Security Documents prior to 90 days following any such deposit, except that in the event that the Company exercises its covenant defeasance option, the Company shall, upon delivery to the Trustee of the items specified in paragraphs (i)-(v), be relieved of its obligations set forth in Sections 4.09 to 4.24. (e) The Company shall pay any taxes or other expenses incurred by any trust created pursuant to this Article 8.

Termination of Obligations. This Agreement shall terminate (except as expressly otherwise provided in Section 18), and all The obligations of the Parties each Holder hereunder shall immediately terminate and be of no further force and effect, upon the occurrence of any effect if one of the following termination events (each, each a “"Termination Event”):") occurs: (a) the Company and the Holders shall have failed to reach agreement in good faith prior to November 10, 1998, or such later date as the Company and the Holders shall mutually agree, regarding definitive documentation in respect of the Restructuring Agreement, including the Plan Effective Dateof Reorganization; (b) mutual written consent the Company shall not have commenced the Chapter 11 Case and filed a Plan of Reorganization consistent with the DebtorsRestructuring Agreement and Disclosure Statement relating thereto with the United States Bankruptcy Court (the "Bankruptcy Court") on or before November 13, 1998 (the Requisite Commitment Creditors "Petition Date"), or such later date as the Company and the Requisite Backstop Shareholders effective one (1) Business Day after written notice of such termination is provided to each of the Commitment Parties in accordance with Section 15 hereofHolders shall mutually agree; (c) the Subsequent Approvals are Bankruptcy Court shall not obtained by have approved the Subsequent Approvals DeadlineDisclosure Statement on or before 45 days after the Petition Date, or such later date (on or before 60 days after the Petition Date) as the Company and the Holders may mutually agree; (d) other than as specifically permitted under this Agreementthe Company shall file with the Bankruptcy Court a Plan of Reorganization, or an amendment to the taking by the Debtors any Plan of the following actions: (i) voluntarily commencing any case or filing any petition seeking bankruptcyReorganization, winding up, dissolution, liquidation or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law now or in effect after the date of this Agreement other than the Chapter 11 Cases or to implement that is inconsistent with the Restructuring Transactions; (ii) applying for or consenting to the appointment of a receiver, administrator, receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor or for a substantial part of its assets, (iii) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause (i) or (ii); or (iv) making a general assignment or arrangement for the benefit of creditorsAgreement; (e) the Bankruptcy Court’s entry Court shall not have confirmed a Plan of an order Reorganization consistent with the Restructuring Agreement on or before 100 days after the Petition Date, or such later date (Aon or before 115 days after the Petition Date) directing as the appointment of an examiner with expanded powers or a chapter 11 trustee in any of Company and the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or (C) dismissing any of the Chapter 11 Cases except as contemplated by the Approved Plan or this AgreementHolders may mutually agree; (f) a Plan of Reorganization consistent with respect to any Commitment Creditor, the successful prosecution, challenge Restructuring Agreement shall not have become effective on or objection, filed by any party before 115 days after the Petition Date or such later date (other than any of on or before 130 days after the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (iPetition Date) as previously Allowed (as defined in the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to by Company and the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists);Holders may mutually agree, (g) the Debtors’ receipt of written notice (a “Commitment Party Termination Notice”)Company shall have filed any motion or other pleading, with a copy delivered substantially simultaneously or otherwise shall have brought any action or proceeding, challenging or objecting to the Commitment PartiesSenior Note Claims of a Holder or otherwise seeking any recovery from, from either or injunctive relief against, a Holder (other than with respect to any alleged or actual breach by a Holder of the terms of this Agreement); (h) the Chapter 11 Case shall have been dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (i) an examiner with enlarged powers relating to the Requisite Commitment Creditors or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any operation of the Debtors of any of their covenants, obligations, representations, or warranties contained in this Agreement, and such breach remains uncured Company's business (if susceptible to cure) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Date, for the avoidance of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone powers beyond those set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise1106(a)(3) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) days after the date of such appointment; 5. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion of the Restructuring Transactions or requiring the Debtors to take actions inconsistent in any material respect with the Approved Plan, unless such ruling, judgment or order has not been stayed, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed and effective; 8. the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, except to the extent waived in accordance with the DIP Credit Agreement; 9. the Debtors’ filing of any motion or pleading with the Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Approved Plan and such motion or pleading has not been withdrawn prior to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, and (B4) entry of an order of the Bankruptcy Court approving such motion or pleading; 10. (iCode) the Debtors’ withdrawal under Section 1106(b) of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or this Agreement, or to pursue an Alternative Transaction, (ii) the Debtors’ moving to voluntarily to dismiss any of the Chapter 11 Cases, (iii) the Debtors’ moving for conversion of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, (iv) the Debtors’ moving for the appointment of an examiner with expanded powers or a chapter 11 trustee under Section 1104 of the Bankruptcy Code, shall have been appointed in any of the Chapter 11 Cases, Case. (j) an occurrence of whatever nature that results in the material impairment of the ability of (x) the Company to perform its material obligations under the Restructuring Agreement or (vy) the Debtors’ supporting any other party seeking any of Holders to realize the foregoing relief;material benefits intended to be provided to the Holders under the Restructuring Agreement.

Termination of Obligations. This Agreement shall terminate (except as expressly otherwise provided in Section 18)terminate, and all obligations of the Parties parties hereto shall immediately terminate and be of no further force and effecteffect as follows: a. by the mutual written consent of the Debtor, upon the Supporting TruPS Holders, and the Management Parties; b. on the date that is five (5) business days following the occurrence of any of the following events listed below (each, a “Termination Event”):), unless such Termination Event is waived by the Debtor, the Majority Supporting TruPS Holders, and the Management Parties within such five (5) business day period: (a) i. the Plan Effective DatePetition Date shall not have occurred on or before April 30, 2015, or such later date as may be agreed in writing by the Debtor, the Supporting TruPS Holders, and the Management Parties; (b) mutual written consent of ii. the Stock Purchase Agreement shall not have been executed by all parties thereto on or before the date hereof, or such later date as may be agreed in writing by the Debtor, the Supporting TruPS Holders, and the Management Parties; iii. the Manager Loan Documents shall not have been executed by all parties thereto on or before the date hereof, or such later date as may be agreed in writing by the Debtor, the Supporting TruPS Holders, and the Management Parties; iv. the Escrow Agreement shall not have been executed by all parties thereto on or before the date hereof, or such later date as may be agreed in writing by the Debtor, the Supporting TruPS Holders, and the Management Parties; v. the Confirmation Order shall not have been entered by the Bankruptcy Court on or before July 14, 2015, or such later date as may be agreed in writing by the Debtors, the Requisite Commitment Creditors Supporting TruPS Holders and the Requisite Backstop Shareholders effective one (1) Business Day after written notice Management Parties; vi. Section 14 of such termination is provided to each this Agreement shall not have been satisfied on or before the date of entry of the Commitment Parties Confirmation Order; vii. the Effective Date shall not have occurred on or before August 13, 2015, or such later date as may be agreed in accordance writing by the Debtors, the Supporting TruPS Holders, and the Management Parties; viii. the Debtor shall (A) publicly announce its intention not to pursue Confirmation or consummation of the Plan or (B) publicly propose, accept, or file any documents with Section 15 hereofthe Bankruptcy Court seeking approval of an Alternative Transaction; (c) the Subsequent Approvals are not obtained by the Subsequent Approvals Deadline; (d) other than as specifically permitted under this Agreement, the taking by the Debtors any of the following actions: (i) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law now or in effect after the date of this Agreement other than the Chapter 11 Cases or to implement the Restructuring Transactions; (ii) applying for or consenting to the appointment of a receiver, administrator, receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor or for a substantial part of its assets, (iii) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause (i) or (ii); or (iv) making a general assignment or arrangement for the benefit of creditors; (e) the Bankruptcy Court’s entry of an order (A) directing the appointment of an examiner with expanded powers or a chapter trustee shall have been appointed in the Chapter 11 trustee Case, or (B) the Chapter 11 Case shall have been converted to a case under Chapter 7; x. the Stock Purchase agreement is validly terminated by any party for any reason. c. by the Debtor, if the board of directors of the Debtor reasonably determines in good faith that Confirmation or consummation of the Plan cannot reasonably be achieved or that the continued performance under this Agreement would be inconsistent with the exercise of its fiduciary duties under applicable law; d. by any Supporting Shareholder, if the Stock Purchase Agreement is validly terminated; e. by any Supporting Shareholder, if after the date hereof and before the Effective Date any Supporting Shareholder or any member of the board of directors of the Debtor or First Bank receives any instruction or direction from the Federal Deposit Insurance Corporation, the Illinois Department of Financial and Professional Regulation, the Federal Reserve Bank of Chicago or the Board of Governors of the Federal Reserve System that any of the Chapter 11 CasesSupporting Shareholders, (B) converting any the Debtor or the directors of the Chapter 11 Cases Debtor or First Bank should act to cases under chapter 7 cause First Bank to be recapitalized prior to the consummation of the Bankruptcy Code transactions contemplated in the Stock Purchase Agreement or (C) dismissing any of the Chapter 11 Cases except as contemplated Plan; f. by the Approved Plan or this Agreement; (f) with respect to any Commitment CreditorMajority Supporting TruPS Holders, the successful prosecution, challenge or objection, filed by any party (other than any of the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (i) as previously Allowed (as defined in the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to by the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists); (g) the Debtors’ receipt of written notice (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either if (i) the Requisite Commitment Creditors Effective Date shall not have occurred on or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any of the Debtors of any of their covenants, obligations, representations, or warranties contained in this Agreement, and such breach remains uncured (if susceptible to cure) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Date, for the avoidance of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) 45 days after the date of such appointment; 5. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion entry of the Restructuring Transactions or requiring the Debtors to take actions inconsistent in any material respect with the Approved Plan, unless such ruling, judgment or order has not been stayed, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors Confirmation Order and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed and effective; 8. the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, except to the extent waived in accordance with the DIP Credit Agreement; 9. the Debtors’ filing of any motion or pleading with the Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Approved Plan and such motion or pleading has not been withdrawn prior to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, and (B) entry of an order of the Bankruptcy Court approving such motion or pleading; 10. (i) the Debtors’ withdrawal of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or this Agreement, or to pursue an Alternative Transaction, (ii) the Debtors’ moving to voluntarily to dismiss any amount of the Chapter 11 CasesEstimated Plan Funding Amount (including any adjustment, modification, or supplement thereto) has increased based on any change to the date by which the Debtor reasonably projects the Effective Date will have occurred, but only if (iii) after engaging in good-faith discussions with the Debtors’ moving for conversion Debtor regarding the accuracy of the Estimated Plan Funding Amount (including any adjustment, modification, or supplement thereto), the Electing TruPS Holders holding a majority of all TruPS Claims held by all Electing TruPS Holders certify to the Debtor in writing that they are not reasonably satisfied that the amount of the Estimated Plan Funding Required Amount (excluding the amount of any Claim to the extent that such Claim is: (i) disallowed or expunged by a Final Order; and/or (ii) not payable in Cash (as provided by any documents giving rise to or governing such Claim or otherwise agreed by the Debtor and the Holder(s) of such Claim)) shall be less than or equal to the aggregate amount of all Plan Funding Contributions; g. by the Majority Supporting TruPS Holders, if the Debtor makes any material modifications to any exhibits hereto without the express written consent of the Chapter 11 Cases to chapter 7 under Majority Supporting TruPS Holders; or h. by the Bankruptcy CodeMajority Supporting TruPS Holders, (iv) if the Debtors’ moving ballot for the appointment Holders of an examiner with expanded powers or a chapter 11 trustee TruPS Claims to vote on the Plan is modified from the form attached hereto as Exhibit E, unless the Majority Supporting TruPS Holders agree in any of the Chapter 11 Cases, or (v) the Debtors’ supporting any other party seeking any of the foregoing relief;writing to such modifications.

Termination of Obligations. This The contractual obligations of the contractual parties shall expire by: 1. Performance; 2. Written agreement of the contractual parties in the form of an addendum. 3. Withdrawal from the Agreement Either contractual party may withdraw from the Agreement if the other party materially breaches its contractual obligations in spite of having been notified of this in a demonstrable manner (by registered letter). If the entitled contractual party sets a substitute (additional) period for the other party to fulfil its obligation, the right to withdraw from the Agreement shall terminate (except as expressly arise only after the expiry of that period in vain. This does not apply if the other party states within this period that it will not fulfil its obligation. In that case, the entitled contractual party may withdraw from the Agreement even before the expiry of the additional performance period, upon receipt of the declaration of the other contractual party. The Purchaser is also entitled to withdraw from the Agreement with prior written notice: if the Seller is in default on the delivery of the Equipment for more than 90 calendar days; excluding force majeure and/or if it is determined that the Equipment that is the subject of performance is not new, is used, pledged, borrowed, leased or otherwise provided in Section 18)legally defective, and infringes on the rights of third parties under a patent or other forms of intellectual property; and/or if insolvency proceedings are commenced pursuant to Act No. 182/2006 Coll., on Bankruptcy and Methods of Its Resolution, as amended, the subject of which will be the bankruptcy or impending bankruptcy of the Seller, the Seller is obliged to inform the Purchaser of this fact without delay, no later than 7 calendar days from the day of initiation of the proceedings; Withdrawal from this Agreement for the reasons mentioned in this section VIII.3 shall be in writing and shall take effect 5 days after the delivery of this written notice to the other party. In the event of withdrawal from of this Agreement, the contractual parties shall settle their mutual obligations and receivables set out by law or in this Agreement, within 90 calendar days of the legal effects of the withdrawal or within an agreed period. Termination of this Agreement by withdrawal from the Agreement or by another manner shall be without prejudice to the right to contractual penalties and compensation for damages and to other obligations, which by their nature survive the termination of this Agreement. Subsequent impossibility of performance The obligation shall expire due to the impossibility of performance if the debt becomes unpayable after the establishment of the obligation (Section 2006 and ff of CC). Termination or expiration of the Agreement With the termination or expiration of the Agreement, all obligations of the Parties contractual parties arising from the Agreement shall immediately terminate and be of no further force and effect, upon the occurrence of any cease to exist. Termination or expiration of the following events (eachAgreement shall not extinguish claims to compensation of damages, a “Termination Event”): (a) the Plan Effective Date; (b) mutual written consent payment of contractual penalties agreed in the case of breach of contractual obligations, and those obligations of the Debtors, the Requisite Commitment Creditors and the Requisite Backstop Shareholders effective one (1) Business Day after written notice of such termination is provided to each contractual parties which survive by virtue of the Commitment Parties in accordance with Section 15 hereof; (c) the Subsequent Approvals are not obtained by the Subsequent Approvals Deadline; (d) other than as specifically permitted under this Agreement, the taking by the Debtors any of the following actions: (i) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law now or in effect after the date of this Agreement other than the Chapter 11 Cases or to implement the Restructuring Transactions; (ii) applying for or consenting to the appointment of a receiver, administrator, receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor or for a substantial part of its assets, (iii) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause (i) or (ii); or (iv) making a general assignment or arrangement for the benefit of creditors; (e) the Bankruptcy Court’s entry of an order (A) directing the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or (C) dismissing any of the Chapter 11 Cases except as contemplated by the Approved Plan or this Agreement; (f) with respect to any Commitment Creditor, the successful prosecution, challenge or objection, filed by any party (other than any of the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (i) as previously Allowed (as defined in the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to by the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists); (g) the Debtors’ receipt of written notice (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either (i) the Requisite Commitment Creditors or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any of the Debtors of any of their covenants, obligations, representationsnature, or warranties contained in this Agreement, and such breach remains uncured (if susceptible to cure) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Date, for the avoidance of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) days after the date of such appointment; 5. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion of the Restructuring Transactions or requiring the Debtors to take actions inconsistent in any material respect with the Approved Plan, unless such ruling, judgment or order has not been stayed, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed and effective; 8. the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, except to the extent waived in accordance with the DIP Credit Agreement; 9. the Debtors’ filing of any motion or pleading with the Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Approved Plan and such motion or pleading has not been withdrawn prior to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, and (B) entry of an order of the Bankruptcy Court approving such motion or pleading; 10. (i) the Debtors’ withdrawal of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or this Agreement, or to pursue an Alternative Transaction, (ii) the Debtors’ moving to voluntarily to dismiss any of the Chapter 11 Cases, (iii) the Debtors’ moving for conversion of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, (iv) the Debtors’ moving for the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, or (v) the Debtors’ supporting any other party seeking any of the foregoing relief;statutory provision.

Termination of Obligations. This Agreement shall terminate (except as expressly otherwise provided in Section 18), and all The obligations of the Parties each Holder hereunder shall immediately terminate and be of no further force and effect, upon the occurrence of any effect if one of the following termination events (each, each a “"Termination Event”):") occurs: (a) the Plan Effective DateCompany shall not have commenced the Solicitation on or before April 30, 1998, or such later date (on or before May 31, 1998) as the Company and members of the Steering Committee holding a majority in principal amount of the Senior Notes held in the aggregate by such Steering Committee (a "Steering Committee Majority") shall mutually agree; (b) mutual written consent the Company shall not have commenced the Chapter 11 Case and filed the Plan of Reorganization and Disclosure Statement with the DebtorsUnited States Bankruptcy Court (the "Bankruptcy Court") on or before June 1, 1998, or such later date (on or before June 30, 1998) as the Requisite Commitment Creditors Company and the Requisite Backstop Shareholders effective one (1) Business Day after written notice of such termination is provided to each of the Commitment Parties in accordance with Section 15 hereofa Steering Committee Majority shall mutually agree; (c) the Subsequent Approvals are not obtained by Company and a Steering Committee Majority shall have failed to reach agreement in good faith prior to April 30, 1998 or such later date (on or before May 31, 1998) regarding definitive documentation of the Subsequent Approvals DeadlinePlan of Reorganization and the Disclosure Statement; (d) other than as specifically permitted under this Agreementthe Company shall file with a court a plan of reorganization, the taking by the Debtors any of the following actions: (i) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law now or in effect after the date of this Agreement other than the Chapter 11 Cases or to implement the Restructuring Transactions; (ii) applying for or consenting an amendment to the appointment Plan of Reorganization, that contains, or results in, a receiver, administrator, receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor or for a substantial part of its assets, (iii) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause (i) or (ii); or (iv) making a general assignment or arrangement for the benefit of creditorsMaterial Adverse Change; (e) the Bankruptcy Court’s entry waiver, dated as of February 25, 1998 (the "Waiver") to the Amended and Restated Credit Agreement, dated as of June 15, 1995 (as amended, the "Credit Agreement"), or any extension to the Waiver, shall have expired or there shall have occurred an order event of default under the Credit Agreement after the date hereof (A) directing other than an event of default caused by the appointment of an examiner with expanded powers or a chapter 11 trustee in any commencement of the Chapter 11 CasesCase) that remains unwaived or uncured for five business days and, (B) converting any in each of the Chapter 11 Cases foregoing events, the banks under the Credit Agreement shall have refused to cases provide the Company with funds under chapter 7 of the Bankruptcy Code or (C) dismissing any of the Chapter 11 Cases except as contemplated by the Approved Plan or this Credit Agreement; (f) with respect to any Commitment Creditorthe Bankruptcy Court shall not have confirmed the Plan of Reorganization on or before July 15, the successful prosecution1998, challenge or objectionsuch later date (on or before August 15, filed by any party (other than any of the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (i1998) as previously Allowed (as defined in the Plan Term Sheet) by Company and a court order and/or (ii) as separately previously agreed to by the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists)Steering Committee Majority may mutually agree; (g) the Debtors’ receipt Plan of written notice Reorganization shall not have become effective on or before July 31, 1998 or such later date (on or before August 31, 1998) as the Company and a “Commitment Party Termination Notice”)Steering Committee Majority may mutually agree, (h) the Company shall have filed any motion or other pleading, with a copy delivered substantially simultaneously or otherwise shall have brought any action or proceeding, challenging or objecting to the Commitment PartiesSenior Note Claims of a Holder or otherwise seeking any recovery from, from either or injunctive relief against, a Holder (other than with respect to any alleged or actual breach by a Holder of the terms of this Agreement or any other agreement between the Company and such Holder); (i) the Requisite Commitment Creditors Chapter 11 Case shall have been dismissed or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any converted to a case under Chapter 7 of the Debtors of any of their covenants, obligations, representations, or warranties contained in this Agreement, and such breach remains uncured Bankruptcy Code; or (if susceptible to curej) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior an examiner with enlarged powers relating to the projected Plan Effective Date, for operation of the avoidance of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone Company's business (powers beyond those set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise1106(a)(3) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) days after the date of such appointment; 5. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion of the Restructuring Transactions or requiring the Debtors to take actions inconsistent in any material respect with the Approved Plan, unless such ruling, judgment or order has not been stayed, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed and effective; 8. the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, except to the extent waived in accordance with the DIP Credit Agreement; 9. the Debtors’ filing of any motion or pleading with the Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Approved Plan and such motion or pleading has not been withdrawn prior to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, and (B4) entry of an order of the Bankruptcy Court approving such motion or pleading; 10. (iCode) the Debtors’ withdrawal under Section 1106(b) of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or this Agreement, or to pursue an Alternative Transaction, (ii) the Debtors’ moving to voluntarily to dismiss any of the Chapter 11 Cases, (iii) the Debtors’ moving for conversion of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, (iv) the Debtors’ moving for the appointment of an examiner with expanded powers or a chapter 11 trustee under Section 1104 of the Bankruptcy Code, shall have been appointed in any of the Chapter 11 Cases, or (v) the Debtors’ supporting any other party seeking any of the foregoing relief;Case.

Termination of Obligations. This Agreement shall The Issuer may, at its option, terminate (its obligations under the Notes and this Indenture, except as expressly otherwise provided those obligations referred to in the last paragraph of this Section 18)9.01, and all obligations of the Parties shall immediately terminate and be of no further force and effect, upon the occurrence of any of the following events (each, a “Termination Event”):if (a) the Plan Effective Date; (b) mutual written consent of the Debtors, the Requisite Commitment Creditors all Notes previously authenticated and the Requisite Backstop Shareholders effective one (1) Business Day after written notice of such termination is provided to each of the Commitment Parties in accordance with Section 15 hereof; (c) the Subsequent Approvals are not obtained by the Subsequent Approvals Deadline; (d) other than as specifically permitted under this Agreement, the taking by the Debtors any of the following actions: (i) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law now or in effect after the date of this Agreement other than the Chapter 11 Cases or to implement the Restructuring Transactions; (ii) applying for or consenting to the appointment of a receiver, administrator, receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor or for a substantial part of its assets, (iii) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause (i) or (ii); or (iv) making a general assignment or arrangement for the benefit of creditors; (e) the Bankruptcy Court’s entry of an order (A) directing the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or (C) dismissing any of the Chapter 11 Cases except as contemplated by the Approved Plan or this Agreement; (f) with respect to any Commitment Creditor, the successful prosecution, challenge or objection, filed by any party delivered (other than any of the Commitment Parties destroyed, lost or their respective affiliates, transferees stolen Notes which have been replaced or assigneespaid) have been delivered to the amount (i) as previously Allowed (as defined in Trustee for cancellation and the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to Issuer has paid all sums payable by the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists);Issuer hereunder; or (g) the Debtors’ receipt of written notice (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either (i) the Requisite Commitment Creditors Notes have become due and payable, mature within one year or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any all of the Debtors of any of their covenants, obligations, representations, or warranties contained in this Agreement, and such breach remains uncured (if susceptible them are to cure) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) be called for redemption within one (1) calendar day prior year under arrangements satisfactory to the projected Plan Effective Date, Trustee for giving the avoidance notice of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) days after the date of such appointment; 5. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion of the Restructuring Transactions or requiring the Debtors to take actions inconsistent in any material respect with the Approved Plan, unless such ruling, judgment or order has not been stayed, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed and effective; 8. the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, except to the extent waived in accordance with the DIP Credit Agreement; 9. the Debtors’ filing of any motion or pleading with the Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Approved Plan and such motion or pleading has not been withdrawn prior to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, and (B) entry of an order of the Bankruptcy Court approving such motion or pleading; 10. (i) the Debtors’ withdrawal of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or this Agreement, or to pursue an Alternative Transactionredemption, (ii) the Debtors’ moving Issuer irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to voluntarily to dismiss any the Trustee, as trust funds solely for the benefit of the Chapter 11 CasesHolders for that purpose, cash or Government Obligations sufficient (in the opinion of an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal and interest, on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by the Issuer hereunder, (iii) no Default or Event of Default with respect to the Debtors’ moving for conversion Notes shall have occurred and be continuing on the date of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Codesuch deposit, (iv) the Debtors’ moving for the appointment of an examiner with expanded powers such deposit will not result in a breach or a chapter 11 trustee in any of the Chapter 11 Casesviolation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Issuer is a party or by which the Issuer is bound, and (v) the Debtors’ supporting Issuer has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel (with respect to any other party seeking matters of law that are involved), in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing Section 9.01(a), the Issuer's obligations under Sections 8.07, 9.04 and 9.05 shall survive. With respect to the foregoing Section 9.01(b) the Issuer's obligations in Article VI and Sections 2.02, 2.03, 2.06, 2.07, 2.08, 2.13, 4.01, 4.02, 8.07, 8.08, 9.03, 9.04 and 9.05 shall survive until the Notes are no longer outstanding. Thereafter, only the Issuer's obligations in Sections 8.07, 9.04 and 9.05 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the foregoing relief;Issuer's obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Obligations. This Agreement shall terminate (except as expressly otherwise provided in Section 18), and all The obligations of the Parties each Holder hereunder shall immediately terminate and be of no further force and effecteffect with respect to each Holder, upon the occurrence of any of the following events (each, each a “"Termination Event”"): (a) Arch shall not have filed the Plan Effective Dateby January 15, 2002; (b) mutual written consent An order approving the a Disclosure Statement pursuant to Section 1125 of the DebtorsBankruptcy Code relating to the Plan shall not have been entered on or before March 15, the Requisite Commitment Creditors and the Requisite Backstop Shareholders effective one (1) Business Day after written notice of such termination is provided to each of the Commitment Parties in accordance with Section 15 hereof2002; (c) An order confirming the Subsequent Approvals are Plan shall not obtained by the Subsequent Approvals Deadlinehave been entered on or before May 15, 2002; (d) other than as specifically permitted under this Agreement, the taking by the Debtors any The terms of the following actions: (i) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law now or Plan not otherwise set forth on Exhibit A shall be in effect after the date of this Agreement other than the Chapter 11 Cases or to implement the Restructuring Transactions; (ii) applying for or consenting a form and substance not reasonably acceptable to the appointment of a receiver, administrator, receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor or for a substantial part of its assets, (iii) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause (i) or (ii); or (iv) making a general assignment or arrangement for the benefit of creditorsAdministrative Agent; (e) Arch shall file a motion seeking approval of a retention, severance and/or bonus plan that is not in all material respects consistent with the terms set forth on Exhibit "B" hereto (the "Management Retention, Severance & Bonus Term Sheet"); (f) There shall occur an event which has a material adverse effect on the business, assets, prospects or operations of Arch, but excluding effects that customarily occur as a result of events leading up to and following the commencement of a case under chapter 11 of the Bankruptcy Court’s entry of Code; (g) The Bankruptcy Court shall not enter an order (A) directing within twenty days following the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, (B) converting any commencement of the Chapter 11 Cases authorizing the assumption of the contract with Motorola Inc. or Motorola Inc. ceases to cases perform under its agreements with Arch; (h) Arch shall breach any of its obligations under this Agreement or shall determine to pursue, or announce its intention to pursue, a chapter 11 plan on terms and conditions that are not consistent with the terms and conditions of the Plan; (i) The Bankruptcy Court shall have entered an order, the practical effect of which is to render it highly unlikely that the Plan can be consummated; (j) An entity shall make an offer to purchase substantially all of the assets of Arch, propose a merger with Arch or propose to make a significant cash or equity investment in Arch on terms satisfactory to the Administrative Agent; (k) The chapter 11 case of any of the Arch entities is converted to a case under chapter 7 of the Bankruptcy Code or (C) dismissing any of the Chapter 11 Cases except as contemplated by the Approved Plan or this Agreement;Code; and (fl) with respect to any Commitment Creditor, the successful prosecution, challenge or objection, filed by any party (other than any of the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (i) as previously Allowed (as defined in the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to by the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists); (g) the Debtors’ receipt of written notice (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either (i) the Requisite Commitment Creditors or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any of the Debtors of any of their covenants, obligations, representations, or warranties contained in this Agreement, and such breach remains uncured (if susceptible to cure) before the The earlier of (ia) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Date, for the avoidance of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) days after the date of such appointment; 5. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion of the Restructuring Transactions or requiring the Debtors to take actions inconsistent in any material respect with the Approved Plan, unless such ruling, judgment or order has not been stayed, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed Cash Collateral Stipulation or the DIP Financing Agreement and effective; 8. (b) 20 days following the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreementapplicable document) under the Cash Collateral Stipulation or the DIP Credit AgreementFinancing Agreement (other than pursuant to Section 9.1(g), except (l), (p), (s), and (t)). In determining whether an Event of Default has occurred under Section 9.1(c) of the DIP Financing Agreement for purposes of this Agreement only, Section 9.1(c) shall include only the failure to perform or observe any term, covenant or agreement contained in Sections 2.7, 2.10, 7.9, 7.11, 7.12, 7.13, 8.1 through and including 8.10, 8.17, 8.18, 8.19 and Article V. At any time after a Termination Event has occurred, a majority of Holders (in principal dollar amount) may waive the extent waived occurrence of the Termination Event. No such waiver shall affect any subsequent Termination Event or impair any right consequent thereon. The Holders shall have no liability to Arch or each other in respect of any termination of this Agreement in accordance with the DIP Credit Agreement; 9. the Debtors’ filing of any motion or pleading with the Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Approved Plan and such motion or pleading has not been withdrawn prior to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, and (B) entry of an order of the Bankruptcy Court approving such motion or pleading; 10. (i) the Debtors’ withdrawal of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or this Agreement, or to pursue an Alternative Transaction, (ii) the Debtors’ moving to voluntarily to dismiss any of the Chapter 11 Cases, (iii) the Debtors’ moving for conversion of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, (iv) the Debtors’ moving for the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, or (v) the Debtors’ supporting any other party seeking any of the foregoing relief;terms hereof.

Termination of Obligations. This Agreement shall terminate (and, except as expressly otherwise provided set forth in Section 18)16, and all obligations of the Parties shall immediately and automatically terminate and be of no further force and effect, effect upon the occurrence first to occur of any of the following events (each, a “Support Termination Event”): (a) by the Plan Effective Date; (b) mutual written consent of the Debtors, the Requisite Commitment Creditors Company and the Requisite Backstop Shareholders effective one (1) Business Day after written Required Supporting Stakeholders, provided that notice of such termination is provided within five business days to each of the Commitment Parties persons and entities listed on Schedule 1 annexed hereto, in accordance with Section 15 13 hereof; (b) upon the material breach by the Company of any of the undertakings, representations, warranties or covenants of the Company set forth in this Agreement, which breach remains uncured for a period of five business days after the receipt of written notice of such breach from the Required Supporting Stakeholders and unless such breach is waived by the Required Secured Noteholders and the Required Convertible Noteholders; (c) upon the Subsequent Approvals are not obtained material breach by the Subsequent Approvals Deadline;Support Party of any of the undertakings, representations, warranties or covenants of the Support Party set forth in this Agreement, which breach remains uncured for a period of five business days after the receipt of written notice of such breach from the Company unless waived by the Company; or (d) other than upon the occurrence of any of the following, unless such Support Termination Event is waived or, as specifically permitted under this Agreementapplicable, the taking extended, in writing by the Debtors Required Secured Noteholders and the Required Convertible Noteholders: (i) at 11:59 P.M. prevailing Eastern Time on January 15, 2016, unless the Company has commenced the Secured Note Exchange Offer by such time; (ii) at 11:59 P.M. prevailing Eastern Time on the fifth business day after the date the 2015 10-K is filed by the Company with the SEC, unless the Company has filed the Conversion Shares Registration Statement; (iii) at 11:59 P.M. prevailing Eastern Time on March 31, 2016, unless the Secured Note Exchange Offer has been consummated by such time; (iv) at 11:59 P.M. prevailing Eastern Time on June 30, 2016, unless all of the Convertible Note Exchanges have been consummated by such time; (v) at 11:59 P.M. prevailing Eastern Time on June 30, 2016, unless the Company shall have obtained the Stockholder Approval by such time; (vi) at 11:59 P.M. prevailing Eastern Time on March 31, 2016, unless the Company shall have obtained an unqualified audit opinion of Deloitte & Touche LLP with respect to the Company’s audited financial statements as of and for the year ended December 31, 2015; (vii) at 11:59 P.M. prevailing Eastern Time on March 31, 2016, unless the Company shall have filed with the SEC the Form 10-K for 2015; (viii) the issuance by any governmental authority, or any other regulatory authority or court of competent jurisdiction, of any ruling, order, injunction, judgment or decree enjoining or otherwise preventing the consummation of the Transactions; (ix) (A) the Company sells, assigns, transfers, conveys or otherwise disposes of all or substantially all of its assets or property in one or more related transactions; (B) a Change of Control (as defined in the Existing Secured Note Indenture); or (C) the Company taking any corporate action for the purpose of authorizing any of the foregoing; (x) the commencement of an involuntary bankruptcy case against the Company or any of its subsidiaries or the filing of an involuntary petition seeking a bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief in respect of the Company or any of its subsidiaries or debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, administrative, receivership or similar law now or hereafter in effect (provided that such involuntary proceeding is not dismissed within a period of thirty days after the filing thereof) or if any court of competent jurisdiction enters an order that grants the relief sought in such involuntary proceeding; or (xi) the Company taking any of the following actions: (iA) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation liquidation, administration, moratorium, reorganization or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, administrative receivership or substantially similar law now or hereafter in effect after effect, (B) consenting to the date of this Agreement other than the Chapter 11 Cases institution of, or failing to implement the Restructuring Transactions; contest in a timely and appropriate manner, any involuntary proceeding or petition described above, (iiC) applying for or consenting to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or substantially similar official for any Debtor the Company or for a substantial part of its assets, (iiiD) filing an answer admitting the material allegations of a petition filed against it in any such proceeding referred to in clause proceeding, (i) or (ii); or (ivE) making a general assignment or arrangement for the benefit of creditors; creditors or (eF) taking any corporate action for the Bankruptcy Court’s entry purpose of an order (A) directing the appointment of an examiner with expanded powers or a chapter 11 trustee in authorizing any of the Chapter 11 Casesforegoing. Upon the occurrence of a Support Termination Event, (B) converting unless waived pursuant to Section 9, this Agreement shall terminate, each Party shall be released from its commitments, undertakings and agreements under or related to this Agreement and any of the Chapter 11 Cases Transaction Documents, and there shall be no liability or obligation on the part of any Party hereto; provided, however, that in no event shall any such termination relieve a Party hereto from (i) liability for its breach or non-performance of its obligations under this Agreement before the date of such termination and (ii) obligations under this Agreement which expressly survive any such termination pursuant to cases under chapter 7 Section 16 hereunder. Upon termination of the Bankruptcy Code or (C) dismissing this Agreement, any of the Chapter 11 Cases except as contemplated consents, tenders and votes delivered by the Approved Plan or this Agreement; (f) Support Party prior to such termination with respect to any Commitment Creditoraction that has not yet been consummated shall be deemed, for all purposes, to be null and void from the successful prosecution, challenge first instance and shall not be considered or objection, filed by otherwise used in any party (other than any of the Commitment Parties or their respective affiliates, transferees or assignees) to the amount (i) as previously Allowed (as defined in the Plan Term Sheet) by a court order and/or (ii) as separately previously agreed to manner by the Debtors and such Commitment Creditor with respect to any individual claim (to the extent such agreement exists); (g) the Debtors’ receipt of written notice (a “Commitment Party Termination Notice”), with a copy delivered substantially simultaneously to the Commitment Parties, from either (i) the Requisite Commitment Creditors or (ii) the Requisite Backstop Shareholders, of: 1. the breach in any material respect by any of the Debtors of any of their covenants, obligations, representations, or warranties contained in this Agreement, and such breach remains uncured (if susceptible to cure) before the earlier of (i) five (5) Business Days from the date the Debtors receive a Commitment Party Termination Notice and (ii) one (1) calendar day prior to the projected Plan Effective Date, for the avoidance of doubt nothing herein shall provide a breaching Party with the ability to terminate this Agreement on account of such breaching Party’s breach; 2. the Debtors’ failure to meet any Milestone set forth in Section 3 after expiration of all applicable extension and cure periods; 3. the Debtors entry into, or filing of, any Definitive Documentation other than in accordance with Section 1 of this Agreement, that includes terms (by amendment or otherwise) that are inconsistent with, or in violation of, this Agreement or the Approved Plan; 4. appointment of a liquidator, trustee, custodian, receiver or similar person or entity with respect to any of the Debtors (excluding the appointment of the joint provisional liquidators in the JPL Proceedings), and such appointment is not reversed, revoked, dismissed, reversed, or lifted by the expiration of sixty (60) days after the date of such appointment; 5. the issuance by any governmental authority or court of competent jurisdiction of any ruling, decision, judgment or order enjoining or otherwise preventing the consummation of a material portion of the Restructuring Transactions or requiring the Debtors to take actions inconsistent in any material respect with the Approved Plan, unless such ruling, judgment or order has not been stayed, reversed or vacated within sixty (60) days after the date of such issuance; 6. the Bankruptcy Court granting relief that is requested by the Debtors and is inconsistent with this Agreement in any material respect or that is requested by any other person or entity and materially and adversely affects the Restructuring Transaction or materially delays its implementation; 7. the termination of the Backstop Commitment Agreements once executed and effective; 8. the occurrence and continuance of an Event of Default (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, except to the extent waived in accordance with the DIP Credit Agreement; 9. the Debtors’ filing of any motion or pleading with the Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Approved Plan and such motion or pleading has not been withdrawn prior to the earlier of (A) five (5) Business Days from the date the Debtors receive the Commitment Party Termination Notice, and (B) entry of an order of the Bankruptcy Court approving such motion or pleading; 10. (i) the Debtors’ withdrawal of the Approved Plan or the Debtors’ public announcement of their intention to withdraw the Approved Plan other than as contemplated by the Approved Plan or this Agreement, or to pursue an Alternative Transaction, (ii) the Debtors’ moving to voluntarily to dismiss any of the Chapter 11 Cases, (iii) the Debtors’ moving for conversion of any of the Chapter 11 Cases to chapter 7 under the Bankruptcy Code, (iv) the Debtors’ moving for the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, or (v) the Debtors’ supporting any other party seeking any of the foregoing relief;Company.