Common use of The Backstop Commitment Clause in Contracts

The Backstop Commitment. On and subject to the terms and conditions hereof, including entry of the Approval Order, each HoldCo Noteholders Commitment Party and each HoldCo Equityholders Commitment Party agrees, severally and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are owned by it (or such managed funds or accounts) as of the Rights Offering Expiration Time pursuant to the Rights Offerings, respectively, and duly purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided, that any Defaulting Commitment Party shall be liable to each non-Defaulting Commitment Party, the Company and the Reorganized Debtors as a result of any breach of its obligations hereunder. On and subject to the terms and conditions hereof, including entry of the Confirmation Order, (a) each HoldCo Noteholders Commitment Party agrees, severally and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Reorganized Company shall sell to such HoldCo Noteholders Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Share Purchase Price, the number of HoldCo Noteholders Unsubscribed Shares equal to (x) such HoldCo Noteholders Commitment Party’s HoldCo Noteholders Backstop Commitment Percentage multiplied by (y) the aggregate number of HoldCo Noteholders Unsubscribed Shares (such obligation to purchase, the “HoldCo Noteholders Backstop Commitment”), rounded among the HoldCo Noteholders Commitment Parties solely to avoid fractional shares as the applicable Requisite Commitment Parties may determine in its sole discretion (provided, that in no event shall such rounding reduce the aggregate commitment of such HoldCo Noteholders Commitment Parties) and (b) each HoldCo Equityholders Commitment Party agrees, severally and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Reorganized Company shall sell to such HoldCo Equityholders Commitment Party (or such managed funds and/or accounts), on the Closing Date for the applicable aggregate Per Share Purchase Price, the number of HoldCo Equityholders Unsubscribed Shares equal to (x) such HoldCo Equityholders Commitment Party’s HoldCo Equityholders Backstop Commitment Percentage multiplied by (y) the aggregate number of HoldCo Equityholders Unsubscribed Shares (such obligation to purchase, the “HoldCo Equityholders Backstop Commitment”), rounded among the HoldCo Equityholders Commitment Parties solely to avoid fractional shares as the applicable Requisite Commitment Parties may determine in its sole discretion (provided, that in no event shall such rounding reduce the aggregate commitment of such HoldCo Equityholders Commitment Parties).

The Backstop Commitment. (a) On and subject to the terms and conditions hereof, including entry of the BCA Approval Order and the Confirmation Order, each HoldCo Noteholders Commitment Party and each HoldCo Equityholders Commitment Backstop Party agrees, severally and not jointly, to fully exercise (or cause certain subscribe for, and the Parent Issuer and the Subsidiary Issuer, as applicable, shall issue to such Backstop Party, on the Closing Date at the applicable Subscription Price, the amount of its and its affiliates’ managed funds and/or accounts Unsubscribed Securities equal to fully exercise) all Subscription Rights that are owned by it (or such managed funds or accounts) as Backstop Party’s Backstop Commitment Percentage of the Rights Offering Expiration Time pursuant to aggregate Unsubscribed Securities under (i) the Rights Offerings, respectively, and duly purchase all Rights Offering Shares issuable to it pursuant to such exerciseGuaranteed Notes Allocation (in the case of the Ad Hoc Guaranteed Group Backstop Parties) or (ii) the Legacy Notes Allocation (in the case of the Ad Hoc Legacy Group Backstop Parties), in accordance with this Agreement (such obligation to subscribe for the Unsubscribed Securities, the “Backstop Commitment”); provided, however, that in no event shall any rounding of Unsubscribed Securities to be subscribed for by the Backstop Parties solely to avoid fractional interests cause the aggregate Subscription Price for the Rights Offering Procedures and Securities to be less than Two Hundred Million Dollars ($200,000,000). Notwithstanding anything to the Plan; providedcontrary contained herein, that in connection with any Defaulting Commitment Party shall be liable to each non-Defaulting Commitment Partyundersubscription of the Guaranteed Notes Allocation, the Company and Ad Hoc Legacy Group Backstop Parties shall have the Reorganized Debtors exclusive right (but not the obligation) (the “Legacy Undersubscription Rights”) to subscribe for, upon the expiration of the Offering Period, the first Six Million Dollars ($6,000,000) of Unsubscribed Securities that were unsubscribed under the Guaranteed Notes Allocation, pro rata based on their respective Backstop Commitment Percentages (as a result of any breach of its obligations hereunder. among the Ad Hoc Legacy Group Backstop Parties only), before the Ad Hoc Guaranteed Group Backstop Parties are required to subscribe for such Unsubscribed Securities pursuant to the Backstop Commitment. (b) On and subject to the terms and conditions hereof, including entry of the BCA Approval Order and the Confirmation Order, (a) each HoldCo Noteholders Commitment Backstop Party agrees, severally and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase)subscribe for, and the Reorganized Company Parent Issuer and the Subsidiary Issuer, as applicable, shall sell issue to such HoldCo Noteholders Commitment Party (or such managed funds or accounts)Backstop Party, on the Closing Date for the applicable aggregate Per Share Purchase Subscription Price, the number amount of HoldCo Noteholders Unsubscribed Shares Holdback Securities equal to (x) such HoldCo Noteholders Commitment Backstop Party’s HoldCo Noteholders Backstop Commitment Percentage multiplied by of the aggregate Holdback Securities comprising (yi) the aggregate number Ad Hoc Guaranteed Group Holdback Notes and the Ad Hoc Guaranteed Group Holdback Shares (in the case of HoldCo Noteholders Unsubscribed the Ad Hoc Guaranteed Group Backstop Parties) and (ii) the Ad Hoc Legacy Group Holdback Notes and the Ad Hoc Legacy Group Holdback Shares (in the case of the Ad Hoc Legacy Group Backstop Parties), in accordance with the Plan (such obligation to purchasesubscribe for the Holdback Securities, the “HoldCo Noteholders Backstop Holdback Commitment”). Each Backstop Party acknowledges and agrees that withholding may apply to any Backstop Party that receives Holdback Securities but cannot provide the Company with a duly executed IRS Form W-9, rounded among unless such Backstop Party executes and delivers an indemnification agreement in favor of the HoldCo Noteholders Commitment Parties solely Company in a form reasonably acceptable to avoid fractional shares as the Company and the applicable Requisite Commitment Parties may determine in its sole discretion (provided, that in no event shall such rounding reduce the aggregate commitment of such HoldCo Noteholders Commitment Backstop Parties) and (b) each HoldCo Equityholders Commitment Party agrees, severally and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Reorganized Company shall sell to such HoldCo Equityholders Commitment Party (or such managed funds and/or accounts), on the Closing Date for the applicable aggregate Per Share Purchase Price, the number of HoldCo Equityholders Unsubscribed Shares equal to (x) such HoldCo Equityholders Commitment Party’s HoldCo Equityholders Backstop Commitment Percentage multiplied by (y) the aggregate number of HoldCo Equityholders Unsubscribed Shares (such obligation to purchase, the “HoldCo Equityholders Backstop Commitment”), rounded among the HoldCo Equityholders Commitment Parties solely to avoid fractional shares as the applicable Requisite Commitment Parties may determine in its sole discretion (provided, that in no event shall such rounding reduce the aggregate commitment of such HoldCo Equityholders Commitment Parties).

The Backstop Commitment. On the terms and subject to the terms and conditions hereof, including entry of the BCA Approval OrderOrder and the Rights Offering Procedures Order by the Bankruptcy Court, in the Rights Offering each Backstop Party hereby grants to the Company an option (collectively, the “Put Option”) to require such Backstop Party to purchase all Unsubscribed Shares on the Closing Date subject to the terms and conditions of this Commitment Agreement. Upon the exercise of the Put Option, each HoldCo Noteholders Commitment Party and each HoldCo Equityholders Commitment Backstop Party agrees, severally and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are owned by it (or such managed funds or accounts) as of the Rights Offering Expiration Time pursuant to the Rights Offerings, respectively, and duly purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided, that any Defaulting Commitment Party shall be liable to each non-Defaulting Commitment Party, the Company and the Reorganized Debtors as a result of any breach of its obligations hereunder. On and subject to the terms and conditions hereof, including entry of the Confirmation Order, (a) each HoldCo Noteholders Commitment Party agrees, severally and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Reorganized Company shall agrees to issue and sell to such HoldCo Noteholders Commitment Party (or such managed funds or accounts)Backstop Party, on the Closing Date and for the applicable aggregate Per Share Purchase Price, the number of HoldCo Noteholders Unsubscribed Shares equal to (x) such HoldCo Noteholders Commitment Backstop Party’s HoldCo Noteholders Backstop Commitment Percentage multiplied by (y) of the aggregate number total amount of HoldCo Noteholders Unsubscribed Shares (such obligation to purchase, the “HoldCo Noteholders Backstop Commitment”)Shares, rounded among between the HoldCo Noteholders Commitment Backstop Parties solely to avoid fractional shares as the applicable Requisite Commitment Parties may determine in its sole discretion (providedshares, it being understood that in no event shall such rounding reduce cause the aggregate commitment of such HoldCo Noteholders Commitment Parties) Purchase Price for the Primary Shares and (b) the Unsubscribed Shares to be less than $250.0 million; provided, that, in no event shall the Unsubscribed Shares each HoldCo Equityholders Commitment Backstop Party agrees, severally and not jointly, is committing to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and include those Primary Shares that were not purchased in the Reorganized Company shall sell to such HoldCo Equityholders Commitment Rights Offering by another Backstop Party (or such managed funds and/or accounts), on the Closing Date for the applicable aggregate Per Share Purchase Price, the number of HoldCo Equityholders Unsubscribed Shares equal to (x) such HoldCo Equityholders Commitment Party’s HoldCo Equityholders Backstop Commitment Percentage multiplied by (y) the aggregate number of HoldCo Equityholders Unsubscribed Shares (such obligation to purchasepurchase the Unsubscribed Shares, the “HoldCo Equityholders Backstop Commitment”). Notwithstanding anything to the contrary contained in this Commitment Agreement, rounded and subject to Section 2.6, the Backstop Parties may agree, among themselves, to reallocate their Backstop Commitment Percentages without any consent or approval of any other Party; provided, however, any such agreement among the HoldCo Equityholders Commitment Backstop Parties solely shall require the consent or approval of all Backstop Parties affected by such reallocation. The Company shall exercise the Put Option by delivery to avoid fractional shares as the applicable Requisite Commitment Parties may determine in its sole discretion (each Backstop Party of a written put election notice; provided, that the Put Option shall automatically and irrevocably be deemed to have been exercised in no event full by the Company, without the need for delivery of written notice or the taking of any further action by the Company or any other Person, if the conditions set forth in Sections 7.2(a) and 7.2(b) shall such rounding reduce the aggregate commitment of such HoldCo Equityholders have been satisfied or waived in accordance with this Commitment Parties)Agreement.

The Backstop Commitment. On and subject to the terms and conditions hereof, including entry of the BCA Consummation Approval Order, each HoldCo Noteholders Commitment Backstop Party and each HoldCo Equityholders Commitment Party hereby (a) agrees, severally and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are owned by issued to it (or such managed funds or accounts) as of the Rights Offering Expiration Time pursuant to the Rights Offerings, respectively, Offering in respect of its Beneficially Controlled Votable Claims and duly purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided, that any Defaulting Commitment Party shall be liable Plan and (b) grants to each non-Defaulting Commitment Partythe Company an option (collectively, the Company and “Put Option”) to require such Backstop Party to purchase Unsubscribed Shares on the Reorganized Debtors as a result of any breach of its obligations hereunder. On and Closing Date subject to the terms and conditions hereof, including entry of this Agreement. Upon the exercise of the Confirmation OrderPut Option, (a) each HoldCo Noteholders Commitment Backstop Party agrees, severally and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Reorganized Company shall agrees to sell to such HoldCo Noteholders Commitment Party (or such managed funds or accounts)Backstop Party, on the Closing Date for the applicable aggregate Per Share Purchase PriceDate, the number of HoldCo Noteholders Unsubscribed Shares equal to (x) such HoldCo Noteholders Commitment Backstop Party’s HoldCo Noteholders Backstop Commitment Percentage multiplied by (y) of the aggregate number amount of HoldCo Noteholders Unsubscribed Shares (such obligation to purchase, the “HoldCo Noteholders Backstop Commitment”)Shares, rounded among the HoldCo Noteholders Commitment Backstop Parties solely to avoid fractional shares as the applicable Requisite Commitment Backstop Parties may determine in its their sole discretion (provideddiscretion. The obligations of the Backstop Parties described in this Section 2.02 shall be referred to as the “Backstop Commitment.” The Company may exercise the Put Option by delivery to each Backstop Party of a written put election notice, provided that the Put Option shall be deemed to have been exercised by the Company, without the need for delivery of written notice or the taking of any other further action by the Company or any other Person, if the conditions set forth in no event shall such rounding reduce the aggregate commitment of such HoldCo Noteholders Commitment PartiesSection 7.01(e), Section 7.01(f) and (bSection 7.01(g) each HoldCo Equityholders Commitment Party agrees, severally and not jointly, to purchase (shall have been satisfied or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), waived in accordance with this Agreement and the Reorganized Company shall sell to such HoldCo Equityholders Commitment Party (or such managed funds and/or accounts), on has not provided the Closing Date for Backstop Parties with written notice that it will not exercise the applicable aggregate Per Share Purchase Price, the number of HoldCo Equityholders Unsubscribed Shares equal to (x) such HoldCo Equityholders Commitment Party’s HoldCo Equityholders Backstop Commitment Percentage multiplied by (y) the aggregate number of HoldCo Equityholders Unsubscribed Shares (such obligation to purchase, the “HoldCo Equityholders Backstop Commitment”), rounded among the HoldCo Equityholders Commitment Parties solely to avoid fractional shares as the applicable Requisite Commitment Parties may determine in its sole discretion (provided, that in no event shall such rounding reduce the aggregate commitment of such HoldCo Equityholders Commitment Parties)Put Option.

The Backstop Commitment. On and subject to the terms and conditions hereof, including entry of the BCA Approval Order, each HoldCo Noteholders Unsecured Commitment Party and each HoldCo Equityholders Secured Commitment Party agrees, severally and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are owned by issued to it (or such managed funds or accounts) as of the Rights Offering Expiration Time pursuant to the Unsecured Rights OfferingsOffering and Secured Rights Offering, respectively, and duly purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided, provided that any Defaulting Commitment Party shall be liable to each non-Defaulting Commitment Party, the Company and the Reorganized Debtors Company as a result of any breach of its obligations hereunder. On and subject to the terms and conditions hereof, including entry of the Confirmation Order, (a) each HoldCo Noteholders Unsecured Commitment Party agrees, severally and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Reorganized Company shall sell to such HoldCo Noteholders Unsecured Commitment Party (or such managed funds or accounts)Party, on the Closing Date for the applicable aggregate Per Share Discounted Purchase Price, the number of HoldCo Noteholders Unsecured Unsubscribed Shares equal to (x) such HoldCo Noteholders Unsecured Commitment Party’s HoldCo Noteholders Unsecured Backstop Commitment Percentage multiplied by (y) the aggregate number of HoldCo Noteholders Unsecured Unsubscribed Shares (such obligation to purchase, the “HoldCo Noteholders Unsecured Backstop Commitment”), rounded among the HoldCo Noteholders Unsecured Commitment Parties solely to avoid fractional shares as the applicable Requisite Commitment Parties Steering Committee of the Ad Hoc Group of Unsecured Noteholders may determine in its sole discretion (provided, provided that in no event shall such rounding reduce the aggregate commitment of such HoldCo Noteholders Unsecured Commitment Parties) and (b) each HoldCo Equityholders Secured Commitment Party agrees, severally and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Reorganized Company shall sell to such HoldCo Equityholders Secured Commitment Party (or such managed funds and/or accounts)Party, on the Closing Date for the applicable aggregate Per Share Discounted Purchase Price, the number of HoldCo Equityholders Secured Unsubscribed Shares equal to (x) such HoldCo Equityholders Secured Commitment Party’s HoldCo Equityholders Secured Backstop Commitment Percentage multiplied by (y) the aggregate number of HoldCo Equityholders Secured Unsubscribed Shares (such obligation to purchase, the “HoldCo Equityholders Secured Backstop Commitment”), rounded among the HoldCo Equityholders Secured Commitment Parties solely to avoid fractional shares as the applicable Requisite Commitment Parties Steering Committee of the Ad Hoc Group of Secured Noteholders may determine in its sole discretion (provided, provided that in no event shall such rounding reduce the aggregate commitment of such HoldCo Equityholders Secured Commitment Parties).

The Backstop Commitment. On and subject to the terms and conditions hereof, including entry of the Approval Order, each HoldCo Noteholders Commitment Party hereby grants to the Company an option (collectively, the “Put Option”) to require such Commitment Party to purchase Unsubscribed Shares on the Closing Date subject to the terms and conditions of this Agreement. Upon the exercise of the Put Option, each HoldCo Equityholders Commitment Party agrees, severally and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are owned by it (or such managed funds or accounts) as of the Rights Offering Expiration Time pursuant to the Rights Offerings, respectively, and duly purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided, that any Defaulting Commitment Party shall be liable to each non-Defaulting Commitment Party, the Company and the Reorganized Debtors as a result of any breach of its obligations hereunder. On and subject to the terms and conditions hereof, including entry of the Confirmation Order, (a) each HoldCo Noteholders Commitment Party agrees, severally and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Reorganized Company shall agrees to sell to such HoldCo Noteholders Commitment Party (or such managed funds or accounts)Party, on the Closing Date for the applicable aggregate Per Share Purchase PriceDate, the number of HoldCo Noteholders Unsubscribed Shares equal to (xa) such HoldCo Noteholders Commitment Party’s HoldCo Noteholders Backstop Commitment Percentage multiplied by (yb) the aggregate number of HoldCo Noteholders Unsubscribed Shares (provided, that, for the avoidance of doubt, such obligation applicable portion of Unsubscribed Shares shall be multiplied by the applicable Backstop Commitment Percentage for such Commitment Party set forth on Schedule 2, subject to purchase, the “HoldCo Noteholders Backstop Commitment”any restrictions set forth thereon), rounded among the HoldCo Noteholders Commitment Parties solely to avoid fractional shares as the applicable Requisite Commitment Parties may determine in its their sole discretion (provided, that in no event shall such rounding reduce the aggregate commitment of such HoldCo Noteholders the Commitment Parties) and (b) ). The obligations of the Commitment Parties to purchase Unsubscribed Shares as described in this Section 2.2 shall be referred to as the “Backstop Commitment”. The Company may exercise the Put Option by delivery to each HoldCo Equityholders Commitment Party agreesof a written put election notice (the “Put Election”); provided, severally however, that the Put Option shall automatically and not jointlyirrevocably be deemed to have been exercised by the Company, without the need for delivery of a written notice or the taking of any further action by the Company or any other Person. The purchase price payable by each Commitment Party in respect of each Unsubscribed Share that such Commitment Party is obligated to purchase (or cause certain of under its and its affiliates’ managed funds and/or accounts to purchase), and Backstop Commitment shall be the Reorganized Company shall sell to such HoldCo Equityholders Commitment Party (or such managed funds and/or accounts), on the Closing Date for the applicable aggregate Per Share Purchase Price, the number of HoldCo Equityholders Unsubscribed Shares equal to (x) such HoldCo Equityholders Commitment Party’s HoldCo Equityholders Backstop Commitment Percentage multiplied by (y) the aggregate number of HoldCo Equityholders Unsubscribed Shares (such obligation to purchase, the “HoldCo Equityholders Backstop Commitment”), rounded among the HoldCo Equityholders Commitment Parties solely to avoid fractional shares as the applicable Requisite Commitment Parties may determine in its sole discretion (provided, that in no event shall such rounding reduce the aggregate commitment of such HoldCo Equityholders Commitment Parties).

The Backstop Commitment. (a) On and subject to the terms and conditions hereof, including entry of the BCA Approval Order, each HoldCo Noteholders Commitment Party hereby agrees to fund its Final Backstop Commitment and grants to the Company an option (collectively, the “Put Option”) to require such Commitment Party to purchase Unsubscribed Securities on the Closing Date subject to the terms and conditions of this Agreement, and the Company shall have the right to enforce the Put Option on behalf of PermianCo. (b) Upon the exercise of the Put Option, each HoldCo Equityholders Commitment Party agrees, severally and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are owned by it (or such managed funds or accounts) as of the Rights Offering Expiration Time pursuant to the Rights Offerings, respectively, and duly purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided, that any Defaulting Commitment Party shall be liable to each non-Defaulting Commitment Party, the Company and the Reorganized Debtors as a result of any breach of its obligations hereunder. On and subject to the terms and conditions hereof, including entry of the Confirmation Order, (a) each HoldCo Noteholders Commitment Party agrees, severally and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Reorganized Company shall sell on behalf of PermianCo to such HoldCo Noteholders Commitment Party (or such managed funds or accounts)Party, on the Closing Date for the applicable aggregate Per Share Purchase PriceDate, the number of HoldCo Noteholders Unsubscribed Shares Securities equal to (x) such HoldCo Noteholders Commitment Party’s HoldCo Noteholders Backstop Commitment Final BCA Percentage multiplied by (y) the aggregate number of HoldCo Noteholders Unsubscribed Shares (such obligation to purchase, the “HoldCo Noteholders Backstop Commitment”)Securities, rounded among the HoldCo Noteholders Commitment Parties solely to avoid fractional shares as the applicable Requisite Commitment Parties may determine determine. The obligations of the Commitment Parties described in its sole discretion (Section 2.1(a)(i) and Section 2.2(b) shall be referred to as the “Backstop Commitment.” The Company may exercise the Put Option by delivery to each Commitment Party of a written put election notice, provided, that the Put Option shall automatically and irrevocably be deemed to have been exercised by the Company without the need for delivery of written notice or the taking of any other further action by the Company or any other any Person, if the conditions set forth in no event Section 7.1(f) shall such rounding reduce the aggregate commitment of such HoldCo Noteholders Commitment Parties) and (b) have been satisfied or waived in accordance with this Agreement. The purchase price payable by each HoldCo Equityholders Commitment Party agrees, severally and not jointly, in respect of each Unsubscribed Security that such Commitment Party is obligated to purchase (or cause certain of under its and its affiliates’ managed funds and/or accounts Backstop Commitment shall be a per Share purchase price equivalent to purchase), the per Share purchase price for the Minimum Allocation Rights Securities and the Reorganized Company shall sell to such HoldCo Equityholders Commitment Party (or such managed funds and/or accounts), on the Closing Date for the applicable aggregate Per Share Purchase Price, the number of HoldCo Equityholders Unsubscribed Shares equal to (x) such HoldCo Equityholders Commitment Party’s HoldCo Equityholders Backstop Commitment Percentage multiplied by (y) the aggregate number of HoldCo Equityholders Unsubscribed Shares (such obligation to purchase, the “HoldCo Equityholders Backstop Commitment”), rounded among the HoldCo Equityholders Commitment Parties solely to avoid fractional shares as the applicable Requisite Commitment Parties may determine in its sole discretion (provided, that in no event shall such rounding reduce the aggregate commitment of such HoldCo Equityholders Commitment Parties)Rights Offering Securities.

The Backstop Commitment. (a) On the basis of the representations and warranties contained herein, but subject to the terms and applicable conditions hereofset forth in Section 6, including entry if the Rights Offering Participants shall not have funded the purchase of the Approval Order, each HoldCo Noteholders Commitment Party and each HoldCo Equityholders Commitment Party agrees, severally and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are owned by it (or such managed funds or accounts) as of the Rights Offering Expiration Time Shares on or before February 10, 2010 (the “First Funding Deadline”), the Backstop Party hereby commits, and the Company hereby grants the Backstop Party the right, to purchase the number of Rights Offering Shares that were not funded to be purchased by the Rights Offering Participants on or before the First Funding Deadline (the “Backstop Commitment”). The purchase price per Rights Offering Share purchased pursuant to this Section 1 shall be the Subscription Price. All amounts funded by the Backstop Party pursuant to this Section 1 shall be funded into an escrow account, maintained pursuant to an escrow agreement on terms and conditions, and with an escrow agent, acceptable to the Backstop Party. The Company further agrees that, to the extent that the Backstop Party or any of its Affiliates timely subscribes to Rights Offering Shares directly in the Rights OfferingsOffering, respectivelythe subscription for such Rights Offering Shares may be funded into the same escrow account, notwithstanding the terms of the Rights Offering and related subscription documentation. (b) (i) The Backstop Party will fund the purchase, and duly the Company will commit to sell to the Backstop Party, at a price equal to the Subscription Price therefor, such number of the Rights Offering Shares for which Rights Offering Participants have not committed to purchase all by timely submitting completed Subscription Forms by the Subscription Deadline in accordance with the Plan (the “Subscription Gap”), as follows: (A) on the First Funding Date, the Backstop Party will fund an amount that, when added to the amounts funded by the other Rights Offering Participants by the First Funding Deadline, equals at least $80 million in the aggregate; and (B) on February 12, 2010, (the “Second Funding Deadline”), the Backstop Party will fund the remaining amount of the Subscription Gap plus up to $5 million of commitments by other Rights Offering Participants that were not funded by such Rights Offering Participants despite their commitments to so fund; provided that, the Company shall provide the Backstop Party with notice of the amount of the Subscription Gap not later than two (2) Business Days following the Subscription Deadline. (ii) Within seventeen (17) days following the First Funding Deadline (the “Subsequent Funding Date”), the Backstop Party will fund the purchase, and the Company will commit to sell to the Backstop Party, at a price equal to the Subscription Price therefor, such number of the Rights Offering Shares for which Rights Offering Participants, if any, have subscribed for by timely submitting completed Subscription Forms by the Subscription Deadline in accordance with the Plan but have failed to fund by the Second Funding Deadline that were not already funded by the Backstop Party (the “Failure to Fund Gap”); provided that, the Company shall provide the Backstop Party with notice of the amount of the Failure to Fund Gap not later than two (2) Business Days following the First Funding Deadline. (iii) Notwithstanding the other provisions of this Section 1(b), in lieu of receiving one of the Rights Offering Shares issuable to it the Backstop Party under Section 1(b)(i) pursuant to the Backstop Commitment, the Backstop Party shall receive one (1) share of common stock of the Company classified as “Class B Common Stock” (the “Class B Share”) . The Backstop Party shall have the exclusive right to receive Class B Shares, and the rights, preferences and privileges of such exerciseClass B Share shall be set forth in the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, in accordance form and substance acceptable to the Backstop Party. (c) Except as set forth in Section 1(d), all Rights Offering Shares and the Class B Share shall be delivered to the Backstop Party with any and all issue, stamp, transfer or similar taxes or duties payable in connection with such delivery duly paid by the Company to the extent required under the Confirmation Order or applicable law. (d) Notwithstanding anything to the contrary in this Agreement, the Backstop Party, in its sole discretion, may designate that some or all of the Rights Offering Procedures Shares or the Class B Share, as the case may be, be issued in the name of and the Plandelivered to, one or more of its Affiliates or any other third party; provided, that any Defaulting Commitment Party shall be liable to each non-Defaulting Commitment Partyprovided that, the Company Backstop Party will be responsible for any and the Reorganized Debtors as a result of any breach of its obligations hereunder. On and subject to the terms and conditions hereofall issue, including entry of the Confirmation Orderstamp, (a) each HoldCo Noteholders Commitment Party agrees, severally and not jointly, to purchase (transfer or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Reorganized Company shall sell to such HoldCo Noteholders Commitment Party (similar taxes or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Share Purchase Price, the number of HoldCo Noteholders Unsubscribed Shares equal to (x) such HoldCo Noteholders Commitment Party’s HoldCo Noteholders Backstop Commitment Percentage multiplied by (y) the aggregate number of HoldCo Noteholders Unsubscribed Shares (such obligation to purchase, the “HoldCo Noteholders Backstop Commitment”), rounded among the HoldCo Noteholders Commitment Parties solely to avoid fractional shares as the applicable Requisite Commitment Parties may determine duties payable in its sole discretion (provided, that in no event shall such rounding reduce the aggregate commitment of such HoldCo Noteholders Commitment Parties) and (b) each HoldCo Equityholders Commitment Party agrees, severally and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Reorganized Company shall sell to such HoldCo Equityholders Commitment Party (or such managed funds and/or accounts), on the Closing Date for the applicable aggregate Per Share Purchase Price, the number of HoldCo Equityholders Unsubscribed Shares equal to (x) such HoldCo Equityholders Commitment Party’s HoldCo Equityholders Backstop Commitment Percentage multiplied by (y) the aggregate number of HoldCo Equityholders Unsubscribed Shares (such obligation to purchase, the “HoldCo Equityholders Backstop Commitment”), rounded among the HoldCo Equityholders Commitment Parties solely to avoid fractional shares as the applicable Requisite Commitment Parties may determine in its sole discretion (provided, that in no event shall such rounding reduce the aggregate commitment of such HoldCo Equityholders Commitment Parties)connection therewith.