SUPPLEMENT TO AGREEMENT CONCERNING VOTING
This Supplement to Agreement Concerning Voting (this "Supplement") is
entered into as a supplement to that certain Agreement Concerning Voting dated
as of March 21, 1997 (the "Voting Agreement"). All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the Voting
Agreement.
1. Pursuant to the Voting Agreement, the Consenting Debentureholders
agreed that, subject to their receipt of solicitation materials in respect of
the Prepackaged Plan and subject to certain other terms and conditions as more
particularly set forth in the Voting Agreement, they would vote (or, with
respect to managed accounts, use their reasonable best efforts to cause to be
voted) their Claims in respect of the Relevant Debentures in favor of the
Prepackaged Plan. Pursuant to this Supplement, and subject to the same
requirement of solicitation and the same terms and conditions (including the
Agreement Termination Events) set forth in the Voting Agreement, the Consenting
Debentureholders hereby also agree that they will instruct (or, with respect to
managed accounts, use their reasonable best efforts to cause instructions to be
issued to) the registered holders of their respective Relevant Debentures to
consent to amendments to the indentures in respect of the 11 1/4% Debentures
and/or the 113/8% Debentures (as the case may be) more particularly described on
Appendix 1 attached hereto.
2. The Consenting Debentureholders hereby consent to the inclusion in
Flagstar's solicitation materials of the following statement:
THE AD HOC DEBENTUREHOLDERS COMMITTEE HAS UNANIMOUSLY APPROVED
THE PLAN, AGREED TO VOTE IN FAVOR OF THE PLAN AND CONSENT TO THE
[INDENTURE AMENDMENT], AND RECOMMENDS THAT THE HOLDERS OF SENIOR
SUBORDINATED DEBENTURES VOTE TO ACCEPT THE PLAN AND CONSENT TO THE
[INDENTURE AMENDMENT].
3. The Parties hereby confirm that all of their respective agreements
and obligations under the Voting Agreement shall apply with equal force and
effect to this Supplement.
[Remainder of page is blank; next page is signature page]
IN WITNESS WHEREOF, the Parties hereto have caused this Supplement to
be executed as of the date set forth below.
Dated: May 21, 1997
FLAGSTAR CORPORATION
By: /s/ XXXXXX X. XXXXXXXXXX
___________________________________________
FLAGSTAR COMPANIES, INC.
By: /s/ XXXXXX X. XXXXXXXXXX
___________________________________________
MAGTEN ASSET MANAGEMENT CORPORATION
By: /s/ XXXXXX XXXXX
___________________________________________
XXXXXX XXXXXX & COMPANY
By: /s/ XXXXXXXXX X. XXX
___________________________________________
XXXXX CAPITAL MANAGEMENT, INC.
By: /s/ XXXXXX X. XXXXXXX
___________________________________________
[SIGNATURE PAGE TO SUPPLEMENT TO AGREEMENT CONCERNING VOTING]
