RESTRUCTURING SUPPORT AND FORBEARANCE AGREEMENT BY AND AMONG TABERNA CAPITAL MANAGEMENT LLC, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS SUCCESSOR TO JP MORGAN CHASE BANK, NATIONAL ASSOCIATION, AS TRUSTEE, HOLDERS OF THE AFFILIATE DEBT, AND...Confidential Treatment • November 4th, 2008 • Tarragon Corp • Real estate investment trusts • New York
This Restructuring Support and Forbearance Agreement (this “Agreement”) dated as of October 30, 2008, is entered into by and among TABERNA CAPITAL MANAGEMENT LLC, a Delaware limited liability company (“Taberna”), as collateral manager for the benefit of TABERNA PREFERRED FUNDING II, LTD., TABERNA PREFERRED FUNDING III, LTD., TABERNA PREFERRED FUNDING IV, LTD., TABERNA PREFERRED FUNDING V, LTD. AND TABERNA PREFERRED FUNDING VI, LTD. (collectively, the “Taberna Debt Holders”), THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (“BNY”), as successor to JP Morgan Chase Bank, National Association, as Trustee under those certain subordinated unsecured notes issued pursuant to the subordinated indentures between Tarragon Corporation and BNY dated as of June 15, 2005, September 12, 2005, and March 1, 2006 (as amended, extended, supplemented, increased, consolidated, renewed or otherwise modified or replaced from time to time), ROBERT ROTHENBERG and BEACHWOLD PARTNERS, L.P., a Texa
