CONSENT AND RESTRUCTURING AGREEMENT THIS CONSENT AND RESTRUCTURING AGREEMENT (the "Agreement"), dated as of November _6_, 1998, is entered into by ResNet Communications, LLC, a Delaware limited liability company (the "Company"), ResNet Communications,...Consent and Restructuring Agreement • March 25th, 1999 • Lodgenet Entertainment Corp • Cable & other pay television services • Delaware
NOW, THEREFORE, in consideration of the foregoing, and for other good consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. CONSENT TO THE TRANSACTION. Subject to the satisfaction of the terms and conditions set forth herein, the parties hereby consent to the Transaction. 2. RESTRUCTURING OF THE EXISTING AGREEMENTS. Simultaneously with the closing of the Transaction, the parties agree that: (a) The LLC Agreement will remain in full force and effect; PROVIDED, HOWEVER, that if determined by ResNet to be necessary or desirable in connection with the distribution of the Newco Shares contemplated under Section 4 hereof, the parties hereby consent to a dissolution of the Company and a liquidating distribution of its assets in accordance with applicable provisions of Delaware law. (b) The following Existing Agreements will be terminated and be of no further force or effect: (i) the Equipment Sale Agreement, (ii) the Subordinated Convert
