US2008 1492859.

13
KILPATRICK STOCKTON LLP
Todd C. Meyers, Esq.
Rex R. Veal, Esq.
Mark A. Fink, Esq.
1100 Peachtree Street, Suite 2800
Atlanta, GA 30309-4530
Telephone: (404) 815-6500
Facsimile: (404) 541-6555

Michael D. Crisp, Esq.
Jonathan E. Polonsky, Esq.
31 West 52nd Street
14th Floor
New York, NY 10019
Telephone: (212) 775-8703
Facsimile: (212) 775- 8819

Counsel for TriMont Real Estate Advisors, Inc.,
as Special Servicer

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK


In re:
)
)

Chapter 11
)
INNKEEPERS USA TRUST, et al., ) Case No. 10-13800 (SCC)
)
Debtors. ) Jointly Administered
)

OBJECTION OF TRIMONT REAL ESTATE
ADVISORS, INC., AS SPECIAL SERVICER, TO DEBTORS MOTION
FOR AN ORDER (A) AUTHORIZING THE DEBTORS TO ASSUME THE
PLAN SUPPORT AGREEMENT AND (B) GRANTING RELATED RELIEF

TriMont Real Estate Advisors, Inc. (TriMont), as special servicer for the benefit of
SASCO 2008-C2, LLC, as 100% participant and owner of all economic and beneficial interests
in the loans described on Exhibit A ( SASCO or the Mezzanine Lender), hereby files this
objection (the Objection) to Debtors Motion for an Order (A) Authorizing the Debtors to
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Assume the Plan Support Agreement and (B) Granting Related Relief (the Motion). In support
of the Objection, TriMont respectfully represents as follow:
JURISDICTION AND VENUE
1. This Court has jurisdiction over the subject matter of the Objection pursuant to 28
U.S.C. 157 and 1334(b) and the standing order of reference of the district court. This matter
is a core proceeding. 28 U.S.C. 157(b).
2. Venue in this Court is proper under 28 U.S.C. 1408 and 1409.
BACKGROUND
The Mezzanine Lenders Mezzanine Loans
3. Twenty separate property level owners (the Floating Rate Property Level
Borrowers)
1
are co-borrowers under a loan agreement dated as of June 29, 2007 (as amended,
the Floating Rate Mortgage Loan Agreement) with Lehman ALI, Inc. (Lehman ALI) as
lender. The Floating Rate Mortgage Loan Agreement provides for a mortgage loan (the
Floating Rate Mortgage Loan) to the Floating Rate Property Level Borrowers in the original
principal amount of $250 million, collateralized by the twenty hotels owned by the Floating Rate
Property Level Borrowers (the Floating Rate Property Level Collateral).
2

4. Grand Prix Mezz Borrower Floating 2, LLC (the Floating Rate Mezzanine
Borrower) is the owner of the membership interests in the Floating Rate Property Level
Borrowers. On or about June 29, 2007, Lehman ALI made a loan to the Floating Rate
Mezzanine Borrower in the original principal amount of $117,658,725.00 (the Floating Rate

1
A list of the Floating Rate Property Level Borrowers is set forth on Exhibit B.

2
Trimont understands the outstanding principal balance of the Floating Rate Mortgage Loan as of the Petition Date
(defined below) to be approximately $220.2 million after application to the debt shortly before the Petition Date of
approximately $17.5 million that had been deposited with Lehman ALI to fund certain property improvement
programs, or PIPs and for other purposes (collectively, the Applied Funds). A Lehman ALI affiliate now
proposes to recycle the Applied Funds through debtor-in-possession financing, albeit with significant additional
entitlements not available to Lehman ALI had it funded the PIPs with the deposited funds as contemplated.
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Mezzanine Loan) evidenced by, among other things, that certain mezzanine loan agreement (as
amended, the Floating Rate Mezzanine Loan Agreement) dated as of June 29, 2007, and a
promissory note of even date therewith. As of May 22, 2008, certain Lehman ALI affiliates,
namely, Lehman Brothers Holdings Inc. (LBHI) and/or Lehman Commercial Paper Inc.
(LCPI), owned the Floating Rate Mezzanine Loan. On or about May 22, 2008, LBHI and
LCPI, as sellers, sold and conveyed to SASCO, as purchaser, among other things, a 100%
participation interest in the Floating Rate Mezzanine Loan. As a consequence of this sale and
conveyance, the sellers retained only bare legal title and no economic interest in the Floating
Rate Mezzanine Loan, and SASCO, the Mezzanine Lender, became the holder of all of the
economic and beneficial interests in the Floating Rate Mezzanine Loan.
3
The membership
interests in the Floating Rate Property Level Borrowers owned by the Floating Rate Mezzanine
Borrower secure repayment of the Floating Rate Mezzanine Loan, 100% of the economic and
beneficial interests in which is held by SASCO. As a result, the equity in the Floating Rate
Property Level Collateral, consisting principally of 20 hotel properties, constitutes the primary
collateral and source of recovery for the Floating Rate Mezzanine Loan.
5. KPA HS Anaheim LLC (KPA HS Anaheim) is the obligor under a loan
agreement dated as of June 14, 2005 (as amended, the Anaheim Mortgage Loan Agreement)
with Lehman ALI as lender. The Anaheim Mortgage Loan Agreement provides for a mortgage
loan under which KPA HS Anaheim is obligated in the original principal amount of $13.7
million, collateralized by a property known as the Hilton Suites in Anaheim, California (the
Anaheim Hotel).

3
See Master Participation Agreement, dated as of May 22, 2009, between LBHI and LCPI (as the Sellers) and
SASCO (as the Purchaser), pp. 6-8, a true copy of which is attached as Exhibit C to the Declaration of Travis
Shelhorse dated August 23, 2010, filed in support of this Limited Objection (cited hereinafter as Shelhorse Decl.).
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6. Grand Prix Mezz Borrower Term LLC (the Anaheim Mezzanine Borrower and
with the Floating Rate Property Level Borrowers, the Mezzanine Borrowers), is the owner of
100% of the membership interest in KPA HS Anaheim. On or about June 29, 2007, Lehman
ALI made a loan (the Anaheim Mezzanine Loan; collectively with the Floating Rate
Mezzanine Loan, the Mezzanine Loans) to the Anaheim Mezzanine Borrower in the original
principal amount of $21,300,000.00, evidenced by, among other things, a mezzanine loan
agreement dated as of June 29, 2007 (as amended, the Anaheim Mezzanine Loan Agreement)
and a promissory note of even date therewith. As of May 22, 2008, LBHI and/or LCPI owned
the Anaheim Mezzanine Loan. On or about May 22, 2008, LBHI and LCPI, as sellers, sold and
conveyed to SASCO, as purchaser, among other things, a 100% participation interest in the
Anaheim Mezzanine Loan. As a consequence of this sale and conveyance, the sellers retained
only bare legal title and no economic interest in the Anaheim Mezzanine Loan, and SASCO
became the holder of all of the economic and beneficial interests in the Anaheim Mezzanine
Loan. The Anaheim Mezzanine Borrowers membership interest in KPA HS Anaheim secures
repayment of the Anaheim Mezzanine Loan, 100% of the economic and beneficial interests in
which is held by SASCO. As a result, the equity in the Anaheim Hotel constitutes the primary
collateral and source of recovery for the Anaheim Mezzanine Loan.
4

Commencement of the Debtors Cases
7. On July 19, 2010 (the Petition Date), Innkeepers USA Trust and certain of its
affiliates, including the Floating Rate Property Level Borrowers, the Floating Rate Mezzanine

4
Contrary to the averment in paragraph 31 of the Amended Declaration of Dennis Craven, Chief Financial Officer
of Innkeepers USA Trust, in Support of First-Day Pleadings [Docket No. 33] (the Craven Declaration) that,
pursuant to an intercreditor agreement, the Anaheim Mezzanine Loan is subordinate to not only the obligations due
pursuant to the Anaheim Mortgage Loan Agreement but also obligations due under the Floating Rate Mortgage
Loan Agreement, the Anaheim Mezzanine Loan is only subordinate to the obligations due under the Anaheim
Mortgage Loan Agreement (such subordination also being subject to certain exceptions). TriMont understands that
the Debtors will be filing a further amendment to the Craven Declaration to correct this error.
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Borrower, KPA HS Anaheim and the Anaheim Mezzanine Borrower (collectively, the
Debtors), filed voluntary petitions for relief under chapter 11 of Title 11, United States Code
(the Bankruptcy Code).
8. The Debtors are debtors-in-possession and continue to operate their businesses
pursuant to sections 1107 and 1108 of the Bankruptcy Code. On August 11, 2010, a motion to
appoint an examiner was filed in the Debtors cases. A hearing to consider that motion has been
scheduled for September 1, 2010.
9. An official committee of unsecured creditors was appointed on July 28, 2010.
The Debtors Plan Support Agreement
10. On the Petition Date, the Debtors filed the Craven Declaration. A Plan Support
Agreement (the PSA) by and among the Debtors and Lehman ALI was filed as an exhibit to
the Craven Declaration. At the same time, the Debtors filed the Motion in which they seek,
among other things, to assume the PSA in accordance with section 365 of the Bankruptcy Code.
11. The plan envisioned by the PSA provides, among other things, that Lehman ALI
will receive, in satisfaction of its secured mortgage claims in respect of the Floating Rate
Mortgage Loan debt, 100% of the issued and outstanding new shares of common stock issued by
the reorganized Debtors. Other key elements of the Debtors plan dictated by the PSA include
the following:
The remaining property level secured lenders will receive new secured notes with
a value that is no less than the value of the collateral securing their pre-petition
debt;

The Mezzanine Loans will be deemed cancelled and the Mezzanine Lender will
receive no distribution in respect thereof;
5



5
As discussed in section F of the Argument, infra, the Debtors appear to have understood the PSA to treat the
Anaheim Mezzanine Loan together with Other Secured Debt which will receive some as yet unspecified portion
of $150 million spread over several different loans. Clearly, the PSA provides otherwise.
6
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Unsecured creditors (including, it appears, creditors holding unsecured deficiency
claims) will receive a share of a cash allocation; and

Holders of interests in the Debtors, including common and preferred stock, will
have their interests cancelled, and no distributions will be made on account of
such interests.

12. On information and belief, Lehman ALI is the only significant creditor of the
Debtors that has agreed to the terms of the PSA.
13. The PSA prohibits both Lehman ALI and the Debtors from negotiating, supporting,
or engaging in any discussions relating to any alternate chapter 11 plan. PSA, Section 4(a)(iii).
14. The PSA obligates the Debtors to meet certain Plan Milestones or risk
termination of the PSA. For instance, the Debtors must, among other things: (1) file a plan and
disclosure statement consistent with the PSA no later than 45 days after the Petition Date; (2)
obtain approval of a disclosure statement consistent with the PSA no later than 120 days after the
Petition Date; (3) obtain an order confirming a plan consistent with the PSA no later than 240
days after the Petition Date; and (4) implement a Plan Effective Date no later than 270 days after
the Petition Date. Failure of the Debtors to meet any of these timelines constitutes a Termination
Event
6
.
15. Additionally, Section 8(b) of the PSA provides that, upon the occurrence of select
Termination Events, the Debtors must choose between immediate stay relief in favor of Lehman
ALI or a section 363 sale of the Floating Rate Property Level Collateral at which Lehman ALI
will have the right to credit bid the unpaid balance of the Floating Rate Mortgage Loan:
As long as this Agreement has not otherwise been terminated, (x) upon
the occurrence of a Termination Event set forth in Section 6(a)(vii) or
6(a)(viii); (y) if a trustee is appointed for the Chapter 11 Cases of all those
Debtors obligated under the Floating Rate Debt, Fixed Rate Debt,
Mezzanine Debt, and Other Secured Debt, or (z) if the company files a

6
All capitalized undefined terms used herein shall have the meanings ascribed to them in either the Declaration or
the PSA.
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motion to dismiss all of the Chapter 11 Cases for those Debtors obligated
under the Floating Rate Debt, Fixed Rate Debt, Mezzanine Debt, and Other
Secured Debt, the Company shall, immediately upon the occurrence of such
Termination Event, elect one of the following remedies, provided, however,
that if the company fails to make such election within one day after the
occurrence of the applicable Termination Event, Lehman shall have the
right to elect either option:

(i) The Company will be deemed to have consented to the
modification of the automatic stay to permit Lehman to exercise any and all
remedies with respect to the [Floating Rate Property Level Collateral], the
automatic stay shall be so modified and no further Bankruptcy Court
approval shall be required; or

(ii) The Company will sell the [Floating Rate Property
Level Collateral] pursuant to Section 363 of the Bankruptcy Code, subject
to the following conditions, which shall be incorporated into any order
approving this Agreement: (i) the sale procedures shall be agreed upon no
later than 120 days after the Petition Date; (ii) Lehman shall have the right
to credit bid the Floating Rate Debt; (iii) if sale proceeds are not paid to
Lehman within 60 days of the Termination Event, title to the [Floating Rate
Property Level Collateral] shall be conveyed to Lehman free and clear of all
liens, claims and encumbrances; (iv) the 60-day period shall not be
extended and the Company waives its right to seek any extension (sic) such
period.

PSA, Section 8(b).

16. Specifically, Lehman ALI will be entitled to immediate relief from stay or a section
363 sale of the Floating Rate Property Level Collateral if the Debtors do not (1) obtain an order
confirming a plan consistent with the PSA within 240 days after the Petition Date and (2)
implement a Plan Effective Date within 270 days after the Petition Date. PSA, Sections
6(a)(vii)-(viii) and 8(b)(i)-(ii).
17. Moreover, what is not set forth in the PSA or the accompanying term sheet is that
Lehman ALI already has agreed to sell a 50% interest in reorganized Innkeepers to Apollo
Investment Corporation (Apollo), the direct or indirect parent of all of the Debtors. Indeed,
despite knowing of an executed agreement between Apollo and Lehman ALI prior to the Petition
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Date, the Debtors made only a passing reference to this transaction in their amended
Declaration. Compare Declaration, 13 (disclosing only that [i]t is the Debtors understanding
that, subject to certain terms and conditions, [Apollo] may become the purchaser[] of the 50%
interest in reorganized Innkeeprs) with Deposition of Marc A. Beilinson, Chief Restructuring
Officer for all of the Debtors (Beilinson Deposition), 35:1-12 (admitting that the Debtors were
aware, prior to the Petition Date, that Apollo and Lehman ALI had executed an agreement on
July 16, 2010 for the acquisition of the 50% interest in reorganized Innkeepers).
18. Likewise, the Debtors have not marketed the 100% interest in reorganized
Innkeepers to anyone other than Lehman ALI nor has Lehman ALI marketed the 50% interest in
reorganized Innkeepers to anyone other than Apollo. Beilinson Deposition, 138:8-140:14;
Deposition of Michael Lasher, employee of Lehman Brothers and the designated witness for
Lehman ALI (the Lasher Deposition), 157:18-21.
ARGUMENT
A. The Legal Standard Applicable to Assumption of the PSA.

19. The Debtors incorrectly contend that this Court should approve assumption of the
PSA after evaluating the Debtors decision under the business judgment standard. Although the
business judgment standard is normally applicable to a debtors decision to assume or reject an
executory contract, transactions involving insiders are necessarily subjected to heightened
scrutiny because they are rife with the possibility of abuse. In re Bidermann Indus. U.S.A., Inc.,
203 B.R. 547, 551 (Bankr. S.D.N.Y. 1997); see also Wilson v. Huffman (In re Missionary Baptist
Found. of Am.), 818 F.2d 1135, 1144 (5th Cir. 1987) (noting that the reason that the
transactions of insiders will be closely studied is because such parties usually have greater
opportunities for such inequitable conduct); Official Comm. of Unsecured Creditors of Enron
Corp. v. Enron Corp. (In re Enron Corp.), 335 B.R. 22, 28 (S.D.N.Y. 2005) (Courts have held
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that transactions that benefit insiders must withstand heightened scrutiny before they can be
approved under 363(b).); Westship, Inc. v. Trident Shipworks, Inc., 247 B.R. 856, 865 (M.D.
Fla. 2000) (employing heightened scrutiny to a debtors decision to assume a lease under section
365 of the Bankruptcy Code because the transaction involved an insider); Citicorp Venture
Capital, Ltd. v. Comm. of Creditors Holding Unsecured Claims (In re Papercraft Corp.), 211
B.R. 813, 823 (W.D. Pa. 1997) ([I]nsider transactions are subjected to rigorous scrutiny and,
when challenged, the burden is on the insider not only to prove the good faith of a transaction but
also to show the inherent fairness from the viewpoint of the corporation and those with interests
therein.); C & J Clark Am., Inc. v. Carol Ruth, Inc. (In re Wingspread Corp.), 92 B.R. 87, 93
(Bankr. S.D.N.Y. 1988) (holding that insider transactions under 363(b) are necessarily
subjected to heightened scrutiny because they are rife with the possibility of abuse).
20. Even were a heightened scrutiny standard for transactions with insiders not
applicable to the Motion (which TriMont vigorously denies), the effect of the proposed
transaction on creditors would weigh heavily in the decision whether to approve it. Assumption
of an executory contract require[s] a judicial finding up-front that it was in the best interests of
the estate (and the unsecured creditors) for the debtor to assume the [contract], pursuant to 11
U.S.C. 365(a). Nostas Assocs. v. Costich (In re Klein Sleep Prods., Inc.), 78 F.3d 18, 25 (2d
Cir. 1996). Notably, when considering whether a proposed action is in the best interests of the
estate, deference must be given to the reasoned opinions of creditors. ReGen Capital III, Inc.
v. Official Comm. of Unsecured Creditors (In re Trism, Inc.), 282 B.R. 662, 667-68 (8th Cir.
B.A.P. 2002). Indeed, special consideration must be given to the wishes of the majority of the
creditors. In re Winn-Dixie Stores, Inc., 356 B.R. 239, 249 (Bankr. M.D. Fla. 2006).


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B. Even if the Estates are Viewed on a Consolidated Basis, Assumption of the PSA is
Not in the Best Interests of the Estates.

21. The circumstances surrounding the PSA are tainted with self-dealing. Tellingly, the
Debtors never fully disclosed the arrangement between Apollo and Lehman ALI in their original
pleadings despite knowing of the arrangement prior to the Petition Date. Similarly, the Debtors
make only a passing reference to this arrangement in the amended Declaration.
22. Moreover, as discussed in the Motion of Ad Hoc Committee of Preferred
Shareholders For An Order Directing Appointment of Examiner Pursuant to Section 1104(c)(1)-
(2) of the Bankruptcy Code [Docket No. 179] (the Examiner Motion), the Debtors are
essentially running these chapter 11 proceedings for the sole benefit of Lehman ALI and Apollo.
For instance, under the terms of the PSA, Lehman will receive 100% of the ownership interest in
the 92 reorganized Debtors even though its debt is secured by hotels belonging to only 20 of the
Debtors. This results in a de facto substantive consolidation of the Debtors estates to the
prejudice of all other parties other than Apollo. Examiner Motion, pp. 7-8. At the same time,
Apollo is obtaining additional benefits from the proposed restructuring by using the Debtors
debtor-in-possession financing to fulfill obligations Apollo guaranteed. Examiner Motion, p.
10.
23. Given the insider nature of these transactions, this Court should subject the Debtors
decision to assume the PSA to heightened scrutiny. When subjected to this level of scrutiny,
assumption of the PSA cannot be approved.
24. Moreover, Lehman ALI is the only creditor that has entered into the PSA. Creditors
representing more than $1.2 billion of the Debtors $1.4 billion secured debt are not parties to
the PSA and, upon information and belief, do not support it. Based on the views of the creditors
in these chapter 11 cases, assumption of the PSA is not in the best interests of the estates.
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C. Assumption of the PSA is not in the Best Interests of the Respective Estates.

25. Even if the Debtors could demonstrate that assumption of the PSA was in the
collective best interests of the estates (the foregoing arguments notwithstanding), in fact, the
Debtors must demonstrate that the plan outlined in the PSA benefits the interests of each debtor
and its estate on a Debtor-by-Debtor, rather than collective or enterprise basis, because parties
in interest relied on the separateness of individual Debtors or pools of Debtors from the
enterprise as a whole.
26. The Debtors that owe obligations to the Mezzanine Lender are all parties to the PSA
and have agreed to a plan that will cancel the membership interests they hold in property level
debtors that serve as collateral and the principal source of recovery for the Mezzanine
Lender. The Debtors are attempting to use bankruptcy as a device to transfer to their ultimate
equity holder, equity value in property level debtors that rightfully belongs to the Mezzanine
Lender.
27. The PSAs treatment of the Mezzanine Lender transactions ignore the Mezzanine
Lenders reliance on the separate credit of the Mezzanine Borrowers and the structural
subordination of the creditors of the parent in making the Mezzanine Loans. Permitting the use
of bankruptcy in this fashion would offend the policy underlying the absolute priority doctrine
and increase the cost of credit in a manner detrimental to the efficient functioning of the
economic system. For the system to function efficiently in a cost-effective manner, lenders must
be able to rely on the separate credit of their borrowers and the fact that loans to a subsidiary are
structurally superior to the claims of the parents creditors [or interests of the parents equity
holders] insofar as the assets of the subsidiary are concerned. A decision countenancing the use
the Debtors and their parent entities intend to make of the bankruptcy process to divert to the
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parent entities funds otherwise available to their creditors in accordance with contractual terms
will establish that lenders cannot rely on the separate creditworthiness of an entity when making
a loan and will affect the availability of credit and increase borrowing costs. This Court should
not countenance such a result.
28. When viewed in this light, approval of the PSA cannot possibly be in the best
interests of the Mezzanine Borrowers estates. A decision to the contrary would constitute a de
facto substantive consolidation determination without subjecting the Debtors to the rigors of the
accepted standards for accomplishing such result. See paragraph 22 supra.
D. The PSA Prohibits the Debtors from Complying with their Fiduciary Duties to
Their Respective Bankruptcy Estates.

29. Even if the PSA can be found to be in the best interests of the Debtors estates
viewed on a consolidated basis or separately), the PSA cannot be approved, as it effectively
prohibits the Debtors boards and management from complying with their fiduciary duties to
separately maximize the enterprise value of each of the Debtors, respectively. Although it is
permissible for a companys board of directors to enter into so-called lock-up agreements, if
such deal protection measures are so strong that they impermissibly limit the boards fiduciary
duties, they are void. See Omnicare, Inc. v. NCS Healthcare, Inc., 818 A.2d 914, 938-39 (Del.
2003) (lock-up agreement that precluded board of directors from complying with fiduciary duties
is void); In re Toys R Us, Inc. Sholder Litig., 877 A.2d 975, 1017 (Del. Ch. 2005) (for lock-
up measures to be valid, board must fulfill[] its fundamental duties of loyalty and care for the
proper purpose of securing a high value bid for the stockholders).
30. The Debtors each have surrendered important rights to Lehman ALI by agreeing in
the PSA to pursue and obtain confirmation of a specific plan to the exclusion of all other
alternatives. Moreover, Lehman ALI has attempted to preclude consideration of any reasonable
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alternatives through imposition of an aggressive timeline. The Debtors must pursue
confirmation of the plan outlined in the PSA on an expedited basis or risk termination of the PSA
and immediate stay relief in favor of Lehman ALI.
31. Moreover, the problematic aspects of the PSA are not mitigated by the so-called
Fiduciary Out provided for therein. Indeed, the Fiduciary Out is unduly restrictive. Section
25(c) of the PSA provides:
The Company agrees that the Fiduciary Out shall not apply, and may not be
used, to annul, modify, amend, or otherwise alter any of the Plan Milestones
or any of the remedies in respect thereof; provided, however, that if the
Company secures a binding and firm written commitment with respect to an
alternative transaction that will provide Lehman with a higher and better
recovery than the recovery proposed under the Plan (a Firm Alternative
Transaction), the Company shall provide Lehman with at least ten (10)
Business Days to determine whether Lehman will consent to such Firm
Alternative Transaction. If Lehman does not consent to such Firm
Alternative Transaction, the Company may only exercise the Fiduciary Out
after it has obtained an order from the Bankruptcy Court authorizing the
Company to exercise the Fiduciary Out in accordance with the terms hereof.
The Company agrees that in determining whether a Firm Alternative
Transaction is higher and better, all factors must be considered including
contingencies, conditionality, legal and financial execution risk, economics
and Lehmans opinion as to whether such Firm Alternative Transaction is
higher and better.

PSA, Section 25(c) (emphasis added).

32. Accordingly, the Fiduciary Out may only be used to the extent the Debtors can
secure, for the sole benefit of Lehman ALI, a higher and better recovery than the recovery
proposed under the Plan . . . . This provision may indeed provide an out, but it is certainly
not one that complies with the fiduciary obligations of the Debtors directors and officers to
maximize each of the Debtors respective enterprise values.
33. Likewise, the Plan Milestones and remedies upon occurrence of Termination Events
effectively negate the Fiduciary Out. The Plan Milestones obligate the Debtors to, among other
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things: (1) file a plan and disclosure statement consistent with the PSA no later than 45 days after
the Petition Date; (2) obtain approval of a disclosure statement consistent with the PSA no later
than 120 days after the Petition Date; (3) obtain an order confirming a plan consistent with the
PSA no later than 240 days after the Petition Date; and (4) implement a Plan Effective Date no
later than 270 days after the Petition Date. Failure of the Debtors to meet any of these timelines
constitutes a Termination Event. This aggressive timeline effectively precludes productive
discussions regarding plausible alternatives to the current proposed plan that respect the
legitimate interests of all parties.
34. Equally troubling is Section 4(a)(iii) of the PSA which prohibits the Debtors and
Lehman ALI from directly or indirectly seek[ing], solicit[ing], negotiat[ing], support[ing] or
engag[ing] in any discussions regarding any chapter 11 plan other than the Plan. It is difficult
to imagine how the Debtors will secure an alternative transaction when they are prohibited from
engaging in any discussions or negotiations regarding one. In fact, engaging in such discussions
constitutes a Termination Event under the PSA. See PSA, Section 6(r). [can we cite Beilinson
here where he says he wont let anyone do due diligence unless they make a good offer?]
35. For the foregoing reasons, the PSA prohibits the Debtors officers and directors
from complying with their fiduciary duties to maximize the enterprise value of the respective
estates and its assumption should not be approved.
E. Neither Waiver of the Automatic Stay Nor, Alternatively, a Fire Sale of the Floating
Rate Property Level Collateral is Appropriate.

36. Section 8(b) of the PSA inappropriately provides Lehman ALI with immediate
relief from the automatic stay or entitlement to a section 363 fire sale of the Floating Rate
Property Level Collateral upon select Termination Events. This provision impermissibly
obstructs the Debtors officers and directors from performing their fiduciary duties to maximize
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the enterprise value of the Debtors, respectively, and re-writes the requirements of section 362 of
the Bankruptcy Code to the detriment of third-party creditors. Authority for unilateral action by
Lehman ALI without necessity to return to this Court and establish legal grounds for stay relief
under section 362 of the Bankruptcy Code should not be approved under the guise of approval of
assumption of a plan support agreement.
37. Notably, plan support agreements entered into in other large chapter 11 cases have
not included waivers of the automatic stay as the PSA in these cases do. See, e.g., In re Young
Broad., Inc., Case No. 09-10645-ajg [Docket No. 649] (Bankr. S.D.N.Y. Nov. 5, 2010); In re
DBSD N. Am., Inc., Case No. 09-13061-reg [Docket No. 198] (Bankr. S.D.N.Y. July 13, 2009);
In re Lear Corp., Case No. 09-14326-alg [Docket No. 31] (Bankr. S.D.N.Y. July 7, 2009); In re
Intermet Corp., Case No. 08-11859-KG [Docket No. 1063] (Bankr. D. Del. June 4, 2009); In re
Oneida Ltd., Case No. 06-10489-alg [Docket No. 3] (Bankr. S.D.N.Y. Mar. 19, 2006).
7
This
further demonstrates the overreaching and inappropriate nature of this provision.
38. Accordingly, inclusion of the automatic stay waiver in the PSA is inappropriate and
should not be approved by this Court.
39. The Debtors ability to elect a section 363 sale in lieu of stay relief under the terms
prescribed in the PSA in no way sanitizes the draconian procedures sought to be imposed under
the PSA. Under the section 363 alternative, unless sale proceeds are paid to Lehman ALI within
60 days after the applicable Termination Event, the Floating Rate Property Level Collateral must
be conveyed to Lehman ALI free and clear. This forced sale requirement is completely
inconsistent with the fiduciary duties of the Debtors officers and directors to maximize the
enterprise value of each respective Debtor. It is antithetical to the policies underlying the
Bankruptcy Code and should not be permitted by the Court.

7
These plan support agreements are attached hereto and incorporated herein by reference as Composite Exhibit C.
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F. The PSA Cannot Be Assumed Because It Is Based on Inaccurate Facts.
40. The PSA term sheet provides that the Mezzanine Lenders will receive no
distribution in these chapter 11 cases. Footnote 1 to the PSA term sheet defines Mezzanine
Debt to mean both the Floating Rate Mezzanine Loan and the Anaheim Mezzanine Loan. The
PSA term sheet goes on to provide that [t]he Mezzanine Debt will be deemed cancelled, and the
Mezzanine Lender will not retain any property or interest on account of such debt under the
Plan. PSA Exhibit A, p. 2. However, at the Beilinson Deposition, as well as at the Lasher
Deposition, it was disclosed that, in fact, the Debtors and Lehman ALI each intended only for the
Floating Rate Mezzanine Loan to be cancelled and for the Anaheim Mezzanine Loan to be
treated as an Other Secured Debt. Beilinson Deposition, 175:8-177:19; Lasher Deposition,
155:24 - 157:17.
41. Accordingly, the PSA and its accompanying term sheet are based on inaccurate
facts and do not encompass the true intent of the Debtors with respect to the Anaheim Mezzanine
Loan. Thus, a default already may exist under the PSA because the Debtors intent is contrary to
its express agreement with Lehman ALI. For this reason, as well as the others stated herein,
assumption of the PSA cannot be approved.
17
US2008 1492859.13
WHEREFORE, TriMont respectfully requests that the Court sustain the Objection, deny
the Motion, and grant TriMont such other relief as is just and proper.

Dated: August 23, 2010 KILPATRICK STOCKTON LLP

By: /s/ Todd C. Meyers
Todd C. Meyers, Esq. (GA Bar No. 503756)
Rex R. Veal, Esq. (GA Bar No. 726607)
Mark A. Fink, Esq. (NY Bar No. MF 8665)
1100 Peachtree Street, Suite 2800
Atlanta, GA 30309-4530
(404) 815-6500 (Telephone)
(404) 541-6555 (Facsimile)

[email protected]
[email protected]
[email protected]

Michael D. Crisp, Esq. (GA Bar No. 196620)
Jonathan E. Polonsky, Esq. (NY Bar No. JP 5877)
31 West 52nd Street, 14th Floor
New York, NY 10019
Telephone: (212) 775-8703
Facsimile: (212) 775- 8819
[email protected]
[email protected]

Counsel for TriMont Real Estate Advisors, Inc.,
as Special Servicer
US2008 1492859.13

EXHIBIT A

TriMont Real Estate Advisors, Inc. is the Special Servicer with respect to the mezzanine
loans identified below and is authorized to act on behalf of SASCO 2008-C2, LLC, the
owner of all of the economic and beneficial interests in such mezzanine loans.


1. Borrower: Grand Prix Mezz Borrower Term LLC
Guarantor: Grand Prix Holding, LLC
Operating Lessee: Grand Prix Anaheim Orange Lessee LLC
Date: June 29, 2007 (and as subsequently amended from time to time)
Original Principal Balance: $21,300,000.00

2. Borrower: Grand Prix Mezz Borrower 2 Floating LLC
Guarantor: Grand Prix Holdings , LLC
Operating Lessee: Grand Prix Floating Lessee LLC
Date: June 29, 2007 (and as subsequently amended from time to time)
Original Principal Balance: $117,658,725.00
US2008 1492859.13
EXHIBIT B

FLOATING RATE PROPERTY LEVEL BORROWERS

Borrower Name Bankruptcy Case
Number
Property
KPA/GP Valencia LLC 10-13893 Embassy Suites, Valencia, CA
Grand Prix West Palm Beach
LLC
10-13875 Best Western, West Palm Beach, FL
KPA/GP Ft. Walton LLC 10-13890 Sheraton Four Points, Fort Walton
Beach, FL
Grand Prix Ft. Wayne LLC 10-13829 Residence Inn, Fort Wayne, IN
Grand Prix Indianapolis LLC 10-13838 Residence Inn, Indianapolis, IN
KPA/GP Louisville (HI) LLC 10-13892 Hampton Inn Louisville Downtown,
Louisville, KY
Grand Prix Bulfinch LLC 10-13816 Bulfinch, Boston, MA
Grand Prix Woburn LLC 10-13879 Hampton Inn, Woburn, MA
Grand Prix Rockville LLC 10-13862 Sheraton, Rockville, MD
Grand Prix East Lansing LLC 10-13822 Residence Inn, East Lansing, MI
Grand Prix Grand Rapids LLC 10-13833 Residence Inn, Grand Rapids, MI
Grand Prix Troy (Central)
LLC
10-13871 Residence Inn Troy Central, Troy, MI
Grand Prix Troy (SE) LLC 10-13872 Residence Inn Troy Southeast,
Madison Heights, MI
Grand Prix Atlantic City LLC 10-13811 Courtyard, Atlantic City, NJ
Grand Prix Montvale LLC 10-13849 Courtyard, Montvale, NJ
Grand Prix Morristown LLC 10-13850 Westin Inn, Morristown, NJ
Grand Prix Albany LLC 10-13805 Hampton Inn Albany, Cohoes, NY
Grand Prix Addison (SS) LLC 10-13804 Summerfield Suites, Addison, TX
Grand Prix Harrisburg LLC 10-13834 Residence Inn, Harrisburg, PA
Grand Prix Ontario LLC 10-13855 Residence Inn, Ontario, CA

In re Young Broad., Inc., Case No. 09-10645-ajg
[Docket No. 649] (Bankr. S.D.N.Y. Nov. 5, 2010)
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK
) Case No. 09-10645 (AJG)
) Jointly Administered
YOUNG BROADCASTING INC. et al.,t ) Chapter 11
) Hon. Arthur J. Gonzalez
Debtors. )
______________________________ )
PLANSUPPORTAGREEMENT
THIS IS NOT A SOLICITATION OF ACCEPTANCES OR REJECTIONS OF THE
PLAN. ACCEPTANCES OR REJECTIONS MAY NOT BE SOLICITED UNTIL THE
DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY
COURT.
This PLAN SUPPORT AGREEMENT (the "Agreement") is made and entered into as of
August 10, 2009, by and among the following parties:
(a) American Funds Insurance Series- High-Income Bond Fund, American
High Income Trust, Evergreen High Income Fund, Evergreen Income Advantage Fund,
Evergreen Multi Sector Income Fund, Evergreen VA High Income Fund, GLC Recovery Fund,
LLC, The Income Fund of America, Inc., and Lenado Partners, Series A of Lenado Capital
Partners, each a "Backstop Party" and each acting in their capacity as such (collectively, the
"Backstop Parties") for the Rights Offering in accordance with the revised Rights Offering Term
Sheet attached hereto as Exhibit B (the "Rights Offering Term Sheet"); and
(b) the Official Committee of Unsecured Creditors of Young Broadcasting
Inc. eta/. (together with each Backstop Party, the "Parties").
The Debtors in these proceedings are: Young Broadcasting Inc.; Young Broadcasting of Lansing, Inc.; Young
Broadcasting of Louisiana, Inc.; Young Broadcasting ofNashville, LLC; Young Broadcasting of Albany, Inc.;
Young Broadcasting of Richmond, Inc.; Young Broadcasting ofKnoxville, Inc.; Young Broadcasting of Green
Bay, Inc.; Young Broadcasting ofDavenport, Inc.; Young Broadcasting of Sioux Falls, Inc.; Young
Broadcasting of Rapid City, Inc.; Young Broadcasting of San Francisco, Inc.; Young Broadcasting of Nashville,
Inc.; Young Broadcasting of Los Angeles, Inc.; Young Broadcasting Shared Services, Inc.; Adam Young Inc.;
WK.RN, G.P.; WATE, G.P.; KLFY, L.P.; YBT, Inc.; YBK, Inc.; LAT, Inc.; Winnebago Television
Corporation; Fidelity Television, Inc.; and Honey Bucket Films, Inc.
Do<:#: USJ :S72SJ 14v3
RECITALS
WHEREAS, on February 13,2009, Young Broadcasting Inc. and certain of its affiliates
(collectively, the "Debtors") filed a voluntary petition with the United States Bankruptcy Court
for the Southern District of New York (the "Bankruptcy Court") under chapter 11 of the
Bankruptcy Code, 11 U.S.C. 101-1532 (the "Bankruptcy Code") (collectively, the "Chapter
11 Cases");
WHEREAS, on February 26, 2009, an Official Committee of Unsecured Creditors (the
"Creditors Committee") was appointed;
WHEREAS, each Backstop Party is a Holder of a Claim, as defined in section 101(5) of
the Bankruptcy Code, arising out of, or related to, certain Claims under that certain Fourth
Amended and Restated Credit Agreement, dated May 3, 2005 (as amended by that certain First
Amendment to Credit Agreement, dated May 30, 2006, and as further amended, restated,
supplemented or otherwise modified from time to time) among Young Broadcasting Inc., the
lenders party thereto and Wachovia Bank, National Association as Administrative Agent and
Collateral Agent (each, a "Prepetition Lender Claim"), that certain Indenture dated December 23,
2003 between Young Broadcasting Inc. (and the Guarantors identified therein) and U.S. Bank
National Association, as indenture trustee, (as amended, waived, supplemented, refinanced and
as otherwise modified from time to time the " 8 ~ % Senior Subordinated Indenture") and that
certain Indenture dated March 1, 2001 between Young Broadcasting Inc. (and the Guarantors
identified therein) and U.S. Bank National Association, as indenture trustee, (as amended,
waived, supplemented, refinanced and as otherwise modified from time to time the "10% Senior
Subordinated Indenture") (each, a "Senior Note Claim" and together with the Prepetition Lender
Claims, the "Young Broadcasting Claims");
WHEREAS, the Parties intend to implement the restructuring contemplated by this
Agreement through a confirmed plan of reorganization, the form and substance of which shall be
consistent in all material respects with, and on terms and conditions no less favorable than, the
terms set forth in this Agreement and that certain restructuring term sheet attached hereto as
Exhibit A (the "Plan Term Sheet," and the plan of reorganization contemplated thereby, as the
same may be amended from time to time in accordance with the terms of this Agreement, the
"Plan")
2
and the Management Term Sheet attached hereto as Exhibit C;
WHEREAS, the Plan Term Sheet provides, among other things, that: (a) the maturity of
the Prepetition Lender Claims shall be reinstated as such maturity existed prior to any default by
the Debtors, (b) each Backstop Party will backstop its portion of a $38 million rights offering as
set forth on its signature page hereto to be made available pro rata to the Holders of Senior Note
Claims (its " ~ ' ' ) , the terms of which backstop commitment are set forth in the Rights
Offering Term Sheet;
2
Capitalized tenns used but not defmed herein shall have the meanings ascribed to them in the Plan Tenn Sheet.
2
DocN: US I :S72S 114v3
WHEREAS, the Creditors' Committee has engaged in good faith negotiations with the
Backstop Parties regarding the tenns of the Plan;
WHEREAS, each Backstop Party has reviewed, or have had the opportunity to review,
the Plan Tenn Sheet, the Rights Offering Tenn Sheet, the Management Tenn Sheet and this
Agreement with the assistance of professional legal advisors of its own choosing (collectively,
the "Restructuring Agreements"); and
WHEREAS, each Backstop Party has agreed to backstop its Share on the terms and
conditions described herein, and to support and facilitate Confirmation and Consummation of the
Plan and the transactions contemplated hereby (collectively, the "Restructuring");
WHEREAS, each of the Backstop Party member's obligations to support the Plan is
made solely in its individual capacity and not (in cases where a Backstop Party member is also a
member of the Creditors' Committee) in its capacity as a member of the Creditors Committee.
Nothing contained herein shall limit such Backstop Party's ability to exercise its duties and
responsibilities as a member of the Creditors' Committee with respect to the Plan or any
alternative thereto.
NOW, THEREFORE, in consideration of the foregoing and the premises, mutual
covenants and agreements set forth herein and for other good and valuable consideration, the
Parties agree as follows:
Section 1. Means for Implementing the Agreement.
To implement the Plan, the Creditors' Committee and each of the signatories hereto have
agreed, on the tenns and conditions set forth herein, that the Creditors' Committee shall seek to:
(a)
(b)
(c)
(d)
Section 2.
obtain entry by the Bankruptcy Court of an order approving a disclosure statement
relating to the Plan in form and substance reasonably acceptable to the Parties (the
"Disclosure Statement Order'');
solicit the requisite acceptances of the Plan in accordance with section 1125 of the
Bankruptcy Code after the Bankruptcy Court has approved such disclosure
statement;
move the Bankruptcy Court to confirm the Plan as expeditiously as practicable
under the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure as
applicable to the Chapter 11 Cases, promulgated under 28 U.S.C. 2075 and the
general, local and chambers rules of the Bankruptcy Court (collectively, the
"Bankruptcy Rules"); and
consummate the Plan.
Approval of Restructuring Agreements.
2.1 Agreement of the Backstop Parties.
3
DocN: USI :S72S 114v3
The Plan Term Sheet, the Rights Offering Term Sheet and the Management Term Sheet
are incorporated herein by reference and are made part of this Agreement. Each of the Backstop
Parties has reviewed, or has had the opportunity to review, the Plan Term Sheet, the Rights
Offering Term Sheet and the Management Term Sheet, and by signing below, agrees and
acknowledges that those documents, in the forms attached hereto, are acceptable to and are
approved by such Backstop Party.
Section 3. Mutual Representations. Warranties and Covenants.
Each Party, severally and not jointly, makes the following representations, warranties and
covenants (to the extent applicable in each case) to each of the other Parties, each of which are
continuing representations, warranties and covenants:
3.1 Good Faith.
Such Party agrees to negotiate in good faith all of the documents and transactions
described in the Plan Term Sheet and in this Agreement.
3.2 Enforceability.
Subject to the provisions of sections 1125 and 1126 of the Bankruptcy Code, this
Agreement is a legal, valid and binding obligation, enforceable against the Creditors' Committee
and each Backstop Party in accordance with its terms, except as enforcement may be limited by
applicable laws relating to or limiting creditors' rights generally or by equitable principles
relating to enforceability.
3.3 No Consent or Approval.
Except as expressly provided in this Agreement, no consent or approval is required by
any other person or Entity in order for it to carry out the provisions of this Agreement.
3.4 Power and Authority.
Each Backstop Party is duly organized, validly existing and in good standing under the
laws of its state of organization and it has all requisite corporate, partnership or limited liability
company power and authority to enter into this Agreement and to carry out the transactions
contemplated by, and perform its respective obligations under, this Agreement, the Plan Term
Sheet and the Rights Offering Term Sheet.
3.5 Authorization.
The execution and delivery of this Agreement and the performance of its obligations
hereunder have been duly authorized by all necessary co1p0rate, partnership or limited liability
company action on its part.
3.6 Execution.
4
Doell: US I :S72S 114v3
This Agreement has been duly executed and delivered by it and constitutes its legal, valid
and binding obligation, enforceable in accordance with the tenns hereof.
3.7 Governmental Consents.
The execution, delivery and performance by it of this Agreement does not and shall not
require any registration or filing with consent or approval of, or notice to, or other action to, with
or by, any federal, state or other governmental authority or regulatory body, except such filings
as may be necessary and/or required under the federal securities laws or as necessary for the
approval of a disclosure statement and confirmation of the Plan by the Bankruptcy Court.
3.8 No Conflicts.
The execution, delivery and performance of this Agreement does not and shall not:
(a) violate any provision of law, rule or regulations applicable to it or any of its subsidiaries;
(b) violate its certificate of incorporation, bylaws (or other formation documents in the case of a
limited liability company) or those of any of its subsidiaries; or (c) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default under any material
contractual obligation to which it or any of its subsidiaries is a party.
Section 4. Acknowledgement.
This Agreement, the Plan Tenn Sheet, the Rights Offering Term Sheet, the Management
Term Sheet and the transactions contemplated herein and therein are the product of negotiations
between the Parties and their respective representatives. Each Party hereby acknowledges that
this Agreement is not and shall not be deemed to be a solicitation of votes for the acceptance of a
chapter 11 plan for the purposes of sections 1125 and 1126 of the Bankruptcy Code or otherwise.
Each Party further acknowledges that no securities of any Debtors are being offered or sold
hereby and that this Agreement does not constitute an offer to sell or a solicitation of an offer to
buy any securities of any Debtor.
Section S. Termination.
5.1 Termination Events.
The term "Tennination Event" wherever used in this Agreement, means any of the
following events (whatever the reason for such Termination Event and whether it is voluntary or
involuntary):
(a) any modification to the Plan not in a form and substance that is reasonably
satisfactory to each of the Backstop Parties;
(b) the Creditors' Committee shall not have filed the Plan and a disclosure statement
relating to the Plan with the Bankruptcy Court on or before twenty-one (21) days
from the date hereof, or such later date as may be mutually agreed upon by the
Creditors' Committee and each of the Backstop Parties;
5
Doe#: USI:S72SII4v3
(c) a Confirmation Order, in fonn and substance reasonably satisfactory to the
Creditors' Committee and each of the Backstop Parties is not entered on or before
one hundred (1 00) days from the date hereof, or such later date as may be
mutually agreed upon by the Creditors' Committee and each of the Backstop
Parties;
(d) the Effective Date shall not have occurred on or before one hundred twenty (120)
days from the date hereof, or such later date as may be mutually agreed upon by
the Creditors' Committee and each of the Backstop Parties; provided, however,
that if the sole remaining condition to the Effective Date (other than the making of
closing deliverables) at the expiration of end of such period is receipt of the FCC
Consent, such period shall automatically be extended to one hundred eighty ( 180)
days from the date hereof;
(e) the Chapter 11 Cases of Young Broadcasting Inc.; Young Broadcasting of
Lansing, Inc.; Young Broadcasting of Louisiana, Inc.; Young Broadcasting of
Nashville, LLC; Young Broadcasting of Albany, Inc.; Young Broadcasting of
Richmond, Inc.; Young Broadcasting of Knoxville, Inc.; Young Broadcasting of
Green Bay, Inc.; Young Broadcasting of Davenport, Inc.; Young Broadcasting of
Sioux Falls, Inc.; Young Broadcasting of Rapid City, Inc.; Young Broadcasting of
San Francisco, Inc.; Young Broadcasting of Nashville, Inc. or Young
Broadcasting of Los Angeles, Inc. are converted to cases under chapter 7 of the
Bankruptcy Code;
(f) the Bankruptcy Court shall enter an order in any of the Chapter 11 Cases
appointing (i) a trustee under chapter 7 or chapter 11 of the Bankruptcy Code, (ii)
a responsible officer or (iii) an examiner, in each case with enlarged powers
relating to the operation of the business (powers beyond those set forth in
subclauses (3) and ( 4) of section 11 06(a) of the Bankruptcy Code) under section
11 06(b) of the Bankruptcy Code;
(g) any of the Chapter 11 Cases of Young Broadcasting Inc.; Young Broadcasting of
Lansing, Inc.; Young Broadcasting of Louisiana, Inc.; Young Broadcasting of
Nashville, LLC; Young Broadcasting of Albany, Inc.; Young Broadcasting of
Richmond, Inc.; Young Broadcasting of Knoxville, Inc.; Young Broadcasting of
Green Bay, Inc.; Young Broadcasting of Davenport, Inc.; Young Broadcasting of
Sioux Falls, Inc.; Young Broadcasting of Rapid City, Inc.; Young Broadcasting of
San Francisco, Inc.; Young Broadcasting of Nashville, Inc. or Young
Broadcasting of Los Angeles, Inc. are dismissed;
(h) the Confinnation Order is reversed on appeal or vacated;
(i) any Party has breached any material provision of this Agreement, the Plan or the
Rights Offering Term Sheet and any such breach has not been duly waived or
cured in accordance with the terms hereof after a period often (10) days;
6
Doell: USI:S72SII4v3
(j) any court shall enter a final, non-appealable judgment or order declaring this
Agreement or any material portion hereof to be unenforceable;
(k) the Creditors' Committee shall withdraw the Plan or publicly announce its
intention not to support the Plan;
(1) any Material Adverse Effect shall have occurred since the date of this Agreement.
As used in this Agreement, "Material Adverse Effect" means any occurrence,
event or effect which individually or together with other occurrences, events or
effects has, or could be reasonably expected to have, a materially adverse effect
on the business, assets, operation, condition (financial or otherwise) or prospects
of the Debtors, taken as a whole; provided, however, that none of the following
shall be deemed to constitute, and none of the following shall be taken into
account in determining whether there has been, a Material Adverse Effect: any
occurrence, event or effect arising from or relating to (1) any hostilities, acts of
war, military actions, sabotage or terrorism; (2) any change in any regional,
United States or foreign economies or securities or financial markets in general
that do not effect the Business in a disproportionate manner when compared to the
effect of such occurrence, event or effect on other Persons engaged in the
broadcasting industry; (3) any change in generally accepted accounting principles;
(4) acts generally affecting the broadcasting industry; (5) the Chapter 11 Cases or
(6) the announcement of the Plan and the transactions contemplated thereby
(m) the Debtors shall fail to provide the Backstop Parties reasonable access to
information regarding the Debtors and fail to make Debtors' senior management
reasonably available to the Backstop Parties.
The foregoing Termination Events are intended solely for the benefit of the Backstop
Parties; provided, that no Backstop Party may seek to terminate this Agreement based upon a
material breach or a failure of a condition (if any) in this Agreement arising out of its own
actions or omissions.
5.2 Termination Event Procedures.
(a) Upon the occurrence of a Termination Event pursuant to Section 5.1(i) hereof due
to a material breach of this Agreement by any Backstop Party, then the Creditors'
Committee shall have the right to terminate this Agreement, the Plan and the
Rights Offering Term Sheet by giving written notice thereof to the other Parties.
(b) Upon the occurrence of a Termination Event contemplated by clauses (e), (f), (g),
(h) or (j) of Section 5.1 hereof, this Agreement, the Plan and the Rights Offering
Term Sheet shall automatically terminate without further action unless no later
than ten (10) Business Days after the occurrence of any such Termination Event,
the occurrence of such Termination Event is waived in writing by the Creditors
Committee and each of the Backstop Parties.
7
Doc#: USI:S72SII4v3
(c) Upon the occurrence of a Termination Event contemplated by clauses (a), (b), (c),
(d), (i), (k), (1), or (m) of Section 5.1 hereof, any Backstop Party may terminate
this Agreement upon two (2) Business Days written notice to the Creditors'
Committee.
5.3 Consent to Termination.
In addition to the Termination Events set forth in Section 5.1 hereof, this Agreement shall
be terminable immediately upon written notice to all of the Parties of the written agreement of
the Creditors' Committee and each of the Backstop Parties to terminate this Agreement.
Section 6. MisceUaneous Terms.
6.1 Binding Obligation; Assignment.
Binding Obligation. Subject to the provisions of sections 1125 and 1126 of the
Bankruptcy Code, this Agreement is a legally valid and binding obligation of the Parties and
their respective members, officers, directors, agents, financial advisors, attorneys, employees,
partners, Affiliates, successors, assigns, heirs, executors, administrators and representatives,
enforceable in accordance with its terms, and shall inure to the benefit of the Parties and their
respective members, officers, directors, agents, financial advisors, attorneys, employees,
partners, Affiliates, successors, assigns, heirs, executors, administrators and representatives.
Nothing in this Agreement, express or implied, shall give to any Entity, other than the Parties
and their respective members, officers, directors, agents, financial advisors, attorneys,
employees, partners, Affiliates, successors, assigns, heirs, executors, administrators and
representatives, any benefit or any legal or equitable right, remedy or claim under this
Agreement. The agreements, representations, warranties, covenants and obligations of the
Parties contained in this Agreement are, in all respects, several and not joint.
Assignment. No rights or obligations of any Party under this Agreement may be
assigned or transferred to any other Entity except by written consent of all other Parties under
this Agreement, provided that such consent may not be unreasonably withheld.
6.2 Further Assurances.
The Parties agree to execute and deliver such other instruments and perform such acts, in
addition to the matters herein specified, as may be reasonably appropriate or necessary, from
time to time, to effectuate the agreements and understandings of the Parties, whether the same
occurs before or after the date of this Agreement.
6.3 Headings.
The headings of all sections of this Agreement are inserted solely for the convenience of
reference and are not a part of and are not intended to govern, limit or aid in the construction or
interpretation of any term or provision hereof.
8
Do<N: USI:S72SII4v3
--
------
IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
year first above written.
Dated: f- /O . 20o1
DocN: US1:5725114v3
THE OFFICIAL COMMITTEE OF
UNSECURED CREDITORS OF YOUNG
BROADCASTING INC. ET AL.
By:
Name:
j),
LJ ..CCri-l
OocM:
BACKSTOP PARTY
By:
Name:
Address
Telephone:
-Facsiruile:
Share of Backstop Commitment
$ $"t:}0 o.oo
Dated: _____ , 2009
lloc.
BACKSTOP PARTY
Name oflnstitution: American High-Income Trust
By:
Name:
Address
Telephone:
Facsimile:
Paul G. Haaga, Jr.
Vice Chairman,
Capital Research and Management
Company
333 South Hope Street, SS
1
n Floor
Los Angeles, CA 90071
213-486-9200
213-615-0430
Share of Backstop Commitment
$ 16,700,000
Dated: _____ , 2009
Ll<l<* US1:57l!II4Y)
BACKSTOP PARTY
Name of Institution: The Income Fund of
America, Inc.
By:
Name:
Address
Telephone:
Pa\!1 G. Haaga, Jr.
Vice Chairman,
Capital Research and Management
Company
333 South Hope Street, 55
1
n Floor
Los Angeles, CA 90071

Share of Backstop Commitment
$ 6,900,000
Dated: _____ , 2009
BACKSTOP PARTY
Name of Institution: American Funds Insurance
Series - High-Income Bond
Fund
~ ~ e : " ~ ~ ~
Vice Chairman,
Capital Research and Management
Company
Address 333 South Hope Street, 55
1
h Floor
Los Angeles, CA 90071
Telephone: 213-486-9200
Share of Backstop Commitment
$ 5,920,000
Aua-10-08 11:S2am Fro.-

Ul1.5'125114v3
T-630 P.D12/DIT F-271
PI.AN SPONSOR/CONSENTING
BOLDER
in lis Capacity as a Consenting Holder and the
Ba :kstop Party in Accordance with the Rights
Oflcrlng Term Sheet
Nume of Institution: Evergreen Funds listed on
Appendix A
B>: Evergreen Investment Management Company,
L1 C, as agent and not in its individual capacity,
B}:
NHme:
lb:

Fr&:simile:
SVP, Head of Global Hiah Yield
21 S-670..3 771
AI!Bl'Caate amount of Prepctition Lender Claims
lwlu by such Consenting Prepetition Holder as of
date above:
$ 15,410,000.00
Backstop commitment
$ .. 1&000,000.
Description and qgregate amolUlt of any additional
Y 1)\Jng Broadcasting Claims other than Prepetition
l.tnder Claims:
$

--------------------------
Aua-10-09 !1:53am Fro.-
0Mo
T-630 P 013/017 F-271
LJ:!! f Evergreen F1JJlds
Ew1green High Income FWld
Evergreen VA High Income Fund
EvLTgrecn Income Advantage Fll!ld
Multi Sector Income Fund
- ------------------------------
BACKSTOP PARTY
Name oflnstitution: L..f
By:
Name:
Address ... s...-. G ........ ... A""'" c:o ., .. ,,
Telephone: !no-
Facsimile: .,"To- - .....
Share of Backstop Commitment
$ S,ooo ooo
In re DBSD N. Am., Inc., Case No. 09-13061-reg
[Docket No. 198] (Bankr. S.D.N.Y. July 13, 2009)
1


Sl"BJECT TO FRE 408
SUPPORT AGREE:.\IIKT
Thil> SUPPORT (the "Agreement') il> made and entered into al:. of
Ylay 14. 2009 by and among the follmving partiel>:
(a) DBSD Korth America, h1c .. a Dela\\'are corporation (formerly kno\vn ac;
ICO -ortb America. Inc._ "'DBSD'");
(b) ICO Global Communicariotls (Holdings) l imited, a Dela\>vare corporation
(""ICO Globar and together with DBSD and the Guarantor<> (a defined
the "ICO Parties.);
(c) each of the guarantors (the ' Guarantors"') party to the Indenture elated
August 15, 2005 (a<> ameuded to date. the "Indenture")_ among DBSD. the
Guarantors and The Bank York (now known as The Bank of)Jew
York Ylellon), as Trustee (the "Trustee'"); and
(d) each of the undersigned holders (together the ' PanicipatinQ Holders' _ and
together with the !CO Partiel>, the ' Partie"} which entitier. are beneficial
mvners (each. a ' Holder') of the 7 5% ConYertible Senior Secured
due 2009 (the Note!>""). i!>sued by DBSD pursuant to the Indenture_
RECITALS
\\.IHEREAS. DBSD has determined that a prompt restructuring of its extshng
'''orking capital facility and the outstanding \vould be ill the best intere!>ts of its creditors
and stockholders;
\VHEREAS. DBSD <md the Participating Holders have engaged in good faith
negotiations \vith the objective of reaching an agreement for a ft11ancial restmcturing of DBSD,
including the indebtednel:.c; outstanding under the Notes;
WHEREAS. DBSD and certain of the Participating Holders have entered into the
Forbe<trance Agreement. dated as of April30. 2009 (the "Forbearance A&rreemenf' ):
WHEREAS. DBSD. the Guarantors. certain Lenders named therein, Jefferies
Finance LLC and The Bank of York haYe entered into the Second Forbearance
Agreement, dated <If> of April 30, 2009 (the "Second Forbearance Agreement ,. and together \Vith
the Forbearance Agreement, the 'Forbearance AQreements'");
WHEREAS. DBSD. ICO Global and the Particip<tting Holders now desire to
implement a financial retmcmring of DBSD (the ,.) on the tenm and conditions
set forth herein and in the term !>beet attached hereto ac; Exhibit A, (the "Term Sheet'");
\VHEREAS. each Party ha reviev.;ed, or has had the opportunity to review, the
T en11 Sheet and this Agreement with the asr.istance of profesr.ional legal advif>ors of its O\Vtl
chool:.ing:
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In re Lear Corp., Case No. 09-14326-alg
[Docket No. 31] (Bankr. S.D.N.Y. July 7, 2009)
To the Holders of Lender Claims
Referred to Below
Ladies and Gentlemen:
LEAR CORPORATION
21557 Telegraph Road
Southfield, Michigan 48033
July 6, 2009
This letter agreement (the "Agreement") sets forth certain terms and conditions
pursuant to which Lear Corporation ("Lear") and certain of its domestic and Canadian
subsidiaries (together with Lear, collectively the "Debtors") will propose their jointly filed
chapter 11 plan of reorganization (a "Plan") on a consensual basis with the support of the lenders
(the "Lenders") party to that certain Amended and Restated Credit and Guarantee Agreement
dated as of April25, 2006 (as amended, modified or otherwise supplemented from time to time,
the "Credit Agreement"), among Lear, certain of its subsidiaries party thereto, the Lenders,
JPMorgan Chase Bank, N.A., as general administrative agent thereunder (in such capacity, the
"Administrative Agent"), and the other parties signatory thereto.
Capitalized terms not defined herein shall have the meaning ascribed to such
terms in the Restructuring Term Sheet (as defined below).
The parties hereto hereby agree as follows:
1. Proposed Plan of Reorganization
Each of the Debtors proposes to commence voluntary, pre-arranged cases
(collectively, the "Chapter 11 Cases") under chapter 11 oftitle 11 ofthe United States Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New
York (the "Bankruptcy Court") to be jointly administered. Certain Canadian subsidiary Debtors
(the "Canadian Debtors") propose to commence parallel cases under section I 8.6 of the
Companies' Creditors Arrangement Act (the "CCAA Cases") in the Ontario Superior Courts
Commercial List (the "Canadian Court"), in which such Canadian Debtors will seek relief
consistent with the relief sought by the Debtors in the Chapter 11 Cases. As part ofthe Chapter
11 Cases, the Debtors intend to file a disclosure statement and related Plan, which will provide
for, among other things, certain distributions on account of the claims of the Lenders under the
Credit Agreement (the "Lender Claims").
2. Representations and Warranties of the Participating Lenders
Each Lender identified as a holder ofLender Claims on the signature pages hereto
(such Lenders, the "Participating Lenders") represents and warrants to the Debtors that, as of the
date hereof:
(a) Such Participating Lender (i) either (A) is the sole beneficial owner of the
principal amount of Lender Claims set forth below under its signature hereto, or (B) has sole
investment or voting discretion with respect to the principal amount of Lender Claims set forth
below under its signature and has the power and authority to bind the beneficial owner(s) of such
Lender Claims to the terms of this Agreement and (ii) has full power and authority to act on
behalf of, vote and consent to matters concerning such Lender Claims and to dispose of,
exchange, assign and transfer such Lender Claims. For the purposes of this Agreement,
"Participating Lenders" shall not include a holder of Lender Claims signatory hereto in its
capacity or to the extent of its holdings as a public-side broker or market maker of Lender
Claims or any other claim against or security in the Debtors.
(b) Such Participating Lender has made no prior assignment, sale,
participation, grant, conveyance, or other transfer of, and has not entered into any other
agreement to assign, sell, participate, grant, convey or otherwise transfer, in whole or in part, any
portion of its right, title, or interests in any Lender Claims that are subject to this Agreement that
are inconsistent with the representations and warranties of such Participating Lender herein or
would render such Participating Lender otherwise unable to comply with this Agreement and
perform its obligations hereunder.
(c) Such Participating Lender (i) has such knowledge and experience in
financial and business matters of this type that it is capable of evaluating the merits and risks of
entering into this Agreement and of making an informed investment decision, and has conducted
an independent review and analysis of the business and affairs of the Debtors that it considers
sufficient and reasonable for purposes of entering into this Agreement and (ii) is an "accredited
investor" (as defined by Rule 501 ofthe Securities Act of 1933, as amended).
3. Support for a Qualified Plan
Subject to the terms and conditions hereof and for so long this Agreement has not
been terminated as provided herein, and except as otherwise specifically requested in writing by
Lear, each Participating Lender shall (and, in the case ofthe following clauses (a), (b), (c), (d)
and (e), shall cause each of its affiliates, subsidiaries, representatives, agents and employees to)
(a) (i) vote its Lender Claims to accept any Plan proposed by the Debtors incorporating the terms
and conditions set forth on the term sheet annexed hereto as Exhibit 1, which term sheet is
expressly incorporated by reference herein and made a part of this Agreement as if fully set
forth herein (as such term sheet may be modified in accordance with Section 9 hereof, the
"Restructuring Term Sheet"), consistent in all material respects with this Agreement and the
Restructuring Term Sheet, and in form and substance reasonably satisfactory to the Debtors (a
"Qualified Plan") by delivering its duly executed and completed ballot accepting such Qualified
Plan on a timely basis following commencement ofthe solicitation of acceptances of such
Qualified Plan in accordance with sections 1125 and 1126 ofthe Bankruptcy Code and (ii) not
change or withdraw such vote (or cause or direct such vote to be changed or withdrawn),
(b) support, and take all reasonable actions necessary or reasonably requested by the Debtors to
facilitate, the solicitation, confirmation and consummation of a Qualified Plan and the
transactions contemplated thereby, (c) not object to, or vote any of its Lender Claims to reject, a
Qualified Plan or otherwise take any action or commence any proceeding to oppose or to seek
any modification of a Qualified Plan, the related disclosure statement, in form and substance
reasonably satisfactory to the Debtors and consistent in all material respects with this Agreement
2
and the Restructuring Term Sheet (the "Disclosure Statement"), or any other reorganization
documents filed by any of the Debtors in connection with the Chapter 11 Cases and the
confirmation of a Qualified Plan, (d) not directly or indirectly seek, solicit, support, encourage,
vote its Lender Claims for, consent to, encourage, or participate in any discussions regarding or
the negotiation or formulation of (i) any plan of reorganization, proposal, offer, dissolution,
winding up, liquidation, reorganization, merger, consolidation, business combination, joint
venture, partnership, sale of assets or restructuring for any ofthe Debtors (each, an "Alternative
Proposal") other than a Qualified Plan or (ii) any other action that is inconsistent with, or that
would delay or obstruct the proposal, solicitation, confirmation, or consummation of, a Qualified
Plan, and (e) support customary release provisions contained in any Qualified Plan in favor of
the Debtors and its agents, including their respective officers, directors and employees.
Each Participating Lender agrees to permit disclosure in the Disclosure Statement
and any filings by the Debtors with the Securities and Exchange Commission and any other
regulatory agency to which the Debtors may be subject of the contents of this Agreement,
including, but not limited to, the aggregate Lender Claims held by all Lenders; provided that
(i) the Debtors shall provide a draft of such disclosure to the Administrative Agent (on behalf of
the Participating Lenders) and a reasonable amount of time to review such draft prior to such
disclosure being made and (ii) the Debtors shall not disclose the amount of any individual
Lender Claim, except as otherwise required by applicable law.
4. Transfer of Lender Claims
Each Participating Lender agrees that so long as this Agreement has not been
terminated in accordance with its terms it shall not directly or indirectly (a) grant any proxies to
any person in connection with its Lender Claims to vote on the Plan, or (b) sell, pledge,
hypothecate or otherwise transfer or dispose of, or grant, issue or sell any option, right to acquire,
voting, participation or other interest in ("Transfer") any Lender Claims, except in accordance
with the terms of the Credit Agreement and to a party that agrees in writing to be subject to the
terms and conditions of this Agreement as a "Participating Lender", which writing shall be in
form and substance reasonably satisfactory to the Administrative Agent and the Debtors. Each
Participating Lender agrees to notifY the Debtors in writing before the close of two (2) business
days after such Transfer of its Lender Claims and to provide the Debtors with a signed agreement
ofthe transferee agreeing to be subject to the terms and conditions of this Agreement before the
close oftwo (2) business days after such Transfer. Any Transfer of any Lender Claim that does
not comply with the foregoing shall be deemed void ab initio. This Agreement shall in no way
be construed to preclude any Lender from acquiring additional Lender Claims or any other
interests in any Debtors; provided, however, that any such additional Lender Claims or other
interests in such Debtor shall, upon acquisition, automatically be deemed to be subject to all the
terms of this Agreement.
5. The Debtors' Covenants
As long as a Termination Event (as defined below) has not occurred, or has
occurred but has been duly waived in accordance with the terms hereof, the Debtors shall, to the
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extent not inconsistent with the fiduciary obligations of any ofthe Debtors or any oftheir
respective subsidiaries under applicable law, use their commercially reasonable efforts to:
(a) file the Disclosure Statement and prosecute its approval by the Bankruptcy
Court within the time frame set forth herein;
(b) obtain from the Bankruptcy Court an order confirming a Qualified Plan
(the "Confirmation Order") within the time frame set forth herein, which Confirmation Order
shall be in form and substance reasonably satisfactory to the Administrative Agent and the
Debtors and consistent in all material respects with this Agreement and the Restructuring Term
Sheet; and
(c) effectuate and consummate a Qualified Plan within the timeframe set forth
herein.
6. Termination ofObligations
(a) This Agreement shall terminate and all obligations ofthe parties hereto
shall immediately terminate and be of no further force and 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 ofthe 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:
(A)the Chapter 11 Cases shall not have been filed by July 9, 2009 (or such
later date as may be agreed by Lear and the Requisite Participating Lenders);
(B) a Qualified Plan and the Disclosure Statement shall not have been filed
within 60 days after the filing date ofthe 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 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);
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(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 Alternative Proposal;
(G)(1) an examiner with expanded powers or a trustee shall have been
appointed in any ofthe Chapter 11 Cases, or (2) any ofthe 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 ofthe 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' 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 Termination
Event to Lear (it being understood that failure to provide such notice shall not constitute a
waiver of such Termination Event); or
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(iii) upon delivery of written notice of termination to the Administrative
Agent by Lear following any material breach of any ofthe Participating Lenders'
representations, warranties, covenants or agreements set forth in this Agreement.
(b) Upon termination ofthis 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 ofthis 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.
7. Specific Performance
It is understood and agreed by the parties that money damages would not be a
sufficient remedy for any breach of this Agreement by any party and each non-breaching party
shall be entitled to seek specific performance and injunctive or other equitable relief, including
attorneys fees and costs, as a remedy of any such breach, and each party agrees to waive any
requirement for the securing or posting of a bond in connection with such remedy, in addition to
any other remedy to which such non-breaching party may be entitled, at law or in equity.
8. Prior Negotiations
This Agreement supersedes all prior negotiations, and documents reflecting such
prior negotiations, between and among the Debtors and the Lenders (and their respective
advisors), with respect to the subject matter hereof.
9. Amendments
No amendment, modification, waiver or other supplement of the terms of this
Agreement or the Restructuring Term Sheet shall be valid unless such amendment, modification,
waiver or other supplement is in writing and has been signed by the Debtors and the Requisite
Participating Lenders, provided, however, (a) the written consent of each Participating Lender
shall be required for any amendment, modification, waiver or other supplement of this
Agreement that (i) amends or modifies in any way the definition of Conflicted Lender (as
defined below)as used in this Agreement or (ii) amends or modifies in any way the definition of
Requisite Participating Lenders as used in this Agreement, (b) the written consent of
Participating Lenders holding at least 66 2/3% ofthe aggregate Lender Claims or, ifthe
Participating Lenders hold in the aggregate less than such percentage of the aggregate Lender
Claims, then the written consent of each Participating Lender, shall be required for any
amendment, modification, waiver or other supplement ofthis Agreement that effects a material
change to the treatment of the Class 3A- Prepetition Credit Agreement Secured Claims or the
Class 5A - Other Unsecured Claims (each as defined in the Restructuring Term Sheet) from that
reflected in the Restructuring Term Sheet as ofthe date hereof, and (c) a Conflicted Lender shall
6
have no vote on any matter herein and its Lender Claims will not count for any purposes in
calculating Requisite Participating Lenders.
"Conflicted Lender" shall be any Lender that, as of any date of determination, (a)
objects in any respect to any of the relief requested by the Debtors in their motion for approval of
the DIP Facility filed with the Bankruptcy Court or (b) holds nominal unsecured senior notes
claims against the Debtors that (determined on a percentage basis of the total unsecured senior
notes claims against the Debtors) exceed 50% of its nominal Lender Claims (determined on a
percentage basis of the total Lender Claims of all Lenders). By way of example with respect to
clause (b) in the immediately preceding sentence, if a Lender held 30% of the aggregate Lender
Claims, it would be a Conflicted Lender if it held more than 15% of the aggregate unsecured
senior notes claims against the Debtors.
For the purposes hereof, immaterial changes to the Restructuring Term Sheet shall
not constitute a modification or amendment thereof or of this Agreement and may be made by
the Debtors and the Administrative Agent.
10. Independent Analysis
Each Participating Lender hereby confirms that it has made its own decision to
execute this Agreement based upon its own independent assessment of documents and
information available to it, as it deemed appropriate.
II. Governing Law
This Agreement shall be governed by, and construed in accordance with, the
internal laws ofthe State ofNew York. By its execution and delivery ofthis Agreement, each of
the parties hereto hereby irrevocably and unconditionally agrees for itself that any legal action,
suit or proceeding against it with respect to any matter under or arising out of or in connection
with this Agreement or for recognition or enforcement of any judgment rendered in any such
action, suit or proceeding, may be brought in either a state or federal court of competent
jurisdiction in the State ofNew York. By execution and delivery ofthis Agreement, each ofthe
parties hereto hereby irrevocably accepts and submits itselfto the nonexclusive jurisdiction of
each such court, generally and unconditionally, with respect to any such action, suit or
proceeding. Notwithstanding the foregoing consent to jurisdiction in either a state or federal
court of competent jurisdiction in the State of New York, upon the commencement of the
Chapter II Cases, each of the parties hereto hereby agrees that, if the petitions have been filed
and the Chapter II Cases are pending, the Bankruptcy Court shall have exclusive jurisdiction of
all matters arising out of or in connection with this Agreement.
I2. Effective Date
Upon delivery of its duly executed counterpart signature page, each Participating
Lender shall be bound to the terms of this Agreement, and this Agreement shall become effective
as between the Debtors and such Participating Lender (the "Effective Date"); provided, that if as
ofthe commencement ofthe Chapter 11 Cases, the Debtors have not received (a) signature pages
to this Agreement from Lenders holding more than 50% ofthe aggregate amount of Lender
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Claims and (b) signatures to the Noteholder Plan Support Agreement from holders of Unsecured
Note Claims (as defined in the Restructuring Term Sheet) holding more than 50% of the
aggregate amount of Unsecured Notes Claims, this Agreement shall become null and void.
Upon the Effective Date, the Restructuring Term Sheet shall be deemed effective
for the purposes of this Agreement and thereafter the terms and conditions therein may only be
amended, modified, waived or otherwise supplemented as set forth in Section 9 above.
13. Third-Party Beneficiary
This Agreement is intended for the benefit of the parties hereto and no other
person shall have any rights hereunder.
14. Counterparts
This Agreement may be executed in several counterparts, each of which shall be
deemed to be an original, and all ofwhich together shall be deemed to be one and the same
agreement. Execution copies of this agreement may be delivered by facsimile or otherwise,
which shall be deemed to be an original for the purposes of this paragraph.
15. Headings
The section headings ofthis Agreement are for convenience of reference only and
shall not, for any purpose, be deemed a part of this Agreement.
16. Acknowledgment
This Agreement is not and shall not be deemed to be a solicitation of consents to
the Plan. The acceptance ofthe Lenders will not be solicited until the Lenders have received the
Disclosure Statement and related ballot, as approved by the Bankruptcy Court.
17. Settlement Discussions
This Agreement and the Restructuring Term Sheet are part of a proposed
settlement of matters that could otherwise be the subject of litigation among the parties hereto.
Nothing herein shall be deemed an admission of any kind. Pursuant to Federal Rule of Evidence
408 and any applicable state rules of evidence, this Agreement and all negotiations relating
thereto shall not be admissible into evidence in any proceeding other than a proceeding to
enforce the terms of this Agreement.
18. No Waiver of Participation and Preservation of Rights
Except as provided in this Agreement, nothing herein is intended to, does or shall
be deemed in any manner to waive, limit, impair or restrict the ability of each ofthe Lenders to
protect and preserve its rights, remedies and interests, including, but not limited to, its claims
against any ofthe Debtors, any liens or security interests it may have in any assets of any ofthe
Debtors, or its full participation in the Chapter 11 Cases. Without limiting the foregoing sentence
8
in any way, if this Agreement is terminated in accordance with its terms for any reason, the
parties hereto each fully reserve any and all of their respective rights, remedies and interests,
subject to Section 6(b) in the case of any claim for breach of Agreement arising prior to
termination.
9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their respective duly authorized officers, solely in their respective
capacity as officers of the undersigned and not in any other capacity, as of the date first set forth
above.
LEAR CORPORATION (on behalfofitselfand
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AGREED BY EACH OF THE FOLLOWING
LENDERS
V,u (lXrksJ

[Signature Page Plan Support Agreement]
In re Intermet Corp., Case No. 08-11859-KG
[Docket No. 1063] (Bankr. D. Del. June 4, 2009)
CHAPTER 11 PLAN SUPPORT AGREEMENT
This Chapter 11 Plan Support Agreement (the "Agreement") is made and entered
into as of June 4, 2009 by and among the following parties (each a "Party," and together, the
"Parties"): (i) lntermet Corporation, on behalf of itself and its affiliated debtors and debtors in
possession (collectively, "lntermet"), (ii) the Official Committee ofUnsecured Creditors of
lntermet, (iii) the First Lien Agent (defined below), (iv) each of the individual First Lien Lenders
(defined below) identified on Schedule 1 hereto that is a signatory on, or becomes a signatory
after, the date hereof, and (v) each of the individual Second Lien Lenders (defined below)
identified on Schedule 2 hereto that is a signatory hereto on, or becomes a signatory after, the
date hereof, as applicable.
RECITALS
1
WHEREAS:
A. Prepetition Credit Facility Documents. lntermet is party to the following
agreements:
a. First Lien Term Loan Documents. First Lien Term Loan, Letter of Credit
and Guarantee Agreement (the "First Lien Term Loan Agreement" and
together with the Amended and Restated Pledge and Security Agreement
dates as of November 5, 2005 and any related instruments, agreements or
documents, as all of the foregoing may be amended, modified or
supplemented, the "First Lien Term Loan Documents"), dated as of
November 9, 2005, among lntermet Corp., certain Subsidiaries oflntermet
Corp., as Guarantors, Bank of America, N.A., in its capacity as Issuing Bank
and the depositary bank with respect to the LC Deposit Account (in such
capacities, "Issuing Bank"), various Lenders (in their capacities as such, the
"First Lien Lenders"), and Goldman Sachs Credit Partners L.P., as Lead
Arranger, Syndication Agent, Administrative Agent, and Collateral Agent (in
such capacities, and together with Wilmington Trust Company, as
replacement Administrative Agent and Collateral Agent, the "First Lien
Agent");
b. Second Lien Term Loan Documents. Second Lien Term Loan and
Guarantee Agreement (the "Second Lien Term Loan Agreement" and together
with the Amended and Restated Pledge and Security Agreement dated as of
November 5, 2005 and any related instruments, agreements or documents, as
all of the foregoing may be amended, modified or supplemented, the "Second
Lien Term Loan Documents), dated as ofNovember 9, 2005, among lntermet
Corp., certain Subsidiaries oflntermet Corp., as Guarantors, various Lenders
(in their capacities as such, the "Second Lien Lenders"), and Goldman Sachs
Credit Partners L.P., as Lead Arranger and Syndication Agent, and LaSalle
Capitalized terms used but not defmed in these Recitals only shall have the meanings ascribed to them in
the relevant agreement, motion or other document being referenced.
Bank Midwest, N.A., as Administrative Agent, and Collateral Agent (in such
capacities, the "Second Lien Agent");
c. Intercreditor Agreement. Amended and Restated Intercreditor Agreement
dated as ofMay 15, 2006, by and among (i) Intermet, (ii) the Guarantors,
(iii) the Prepetition Revolving Credit Agent, (iv) First Lien Agent, and
(v) Second Lien Agent (as amended, modified or supplemented, the
"Intercreditor Agreement");
B. Chapter 11 Filings. On August 12, 2008 (the "Petition Date"), Intermet
Corporation and each of its affiliated debtors and debtors in possession filed petitions for
protection under chapter 11 of title 11 of the United States Code, 11 U.S.C. 101-1532 (as
amended, the "Bankruptcy Code") in the Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court"). Pursuant to an order by the Bankruptcy Court, Intermet's chapter 11 cases
are beingjointly administered for procedural purposes under case number 08-11859 (KG). No
request for the appointment of a trustee or examiner has been made and Intermet continues to
manage and operate its businesses as debtors in possession pursuant to sections 1107 and 1108 of
the Bankruptcy Code;
C. Appointment Of Creditors' Committee. On August 19, 2008, the United States
Trustee appointed the Official Committee ofUnsecured Creditors (the "Creditors' Committee")
pursuant to section 1102 of the Bankruptcy Code;
D. Cash Collateral Order-- Use Of Cash Collateral. On September 19, 2008, the
Bankruptcy Court entered a final cash collateral order (Docket No. 420, as amended and
superseded by Docket No. 600, the "Cash Collateral Order"), pursuant to which Intermet is
authorized to use the Existing Collateral, including the Cash Collateral (as such term is defined
in section 363 of the Bankruptcy Code), until June 30, 2009, for general corporate purposes and
costs and expenses related to the Cases in accordance with the Budget and the Cash Collateral
Order;
E. Chapter 11 Plan Term Sheet. The Parties have negotiated and agreed upon the
principal terms for a consensual chapter 11 plan of liquidation for Intermet (the "Chapter 11
Plan"), such principal terms having been memorialized in the term sheet substantially in the form
attached hereto as Exhibit A (the "Chapter 11 Plan Term Sheet"), and incorporated by reference
into this Agreement as if fully set forth herein;
F. Sale Motion And Bidding Procedures. On May 1, 2009, Intermet filed a motion
(Docket No. 976, the "Sale Motion") with the Bankruptcy Court seeking, among other things, to
(a) establish bidding procedures (the "Bidding Procedures") in connection with conducting an
auction process (the "Auction") for the sale of all or substantially all oflntermet's assets (the
"Sale") to be consummated in connection with the Chapter 11 Plan and (b) schedule a hearing
(the "Sale Hearing"), substantially contemporaneous with a hearing on confirmation of the
Chapter 11 Plan, for the Bankruptcy Court to consider approval of the Sale to the winning bidder
at the Auction. On May 12,2009, the Bankruptcy Court approved the Bidding Procedures
(Docket No. 992, the "Bidding Procedures Order"). The Bidding Procedures Order establishes,
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among other dates, that the Bid Deadline is June 19, 2009, the Auction shall be commenced on
June 22, 2009 and the Sale Order Hearing is scheduled to be held on July 14, 2009;
G. Implementation Of Sale And Chapter 11 Plan. To implement the Bidding
Procedures, Auction and related confirmation and effectiveness of the Chapter 11 Plan, each
Party hereto seeks to enter into this Agreement to express its commitment to, and be bound
hereby in its support of the Chapter 11 Plan, Bidding Procedures, Auction and Sale Motion on
the terms and conditions contained herein, in the Chapter 11 Plan Term Sheet and subject to the
terms of the Bidding Procedures Order;
AGREEMENT
NOW THEREFORE, in consideration of the promises and mutual covenants
and agreements set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1. Defined Terms. All capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to them in the Chapter 11 Plan Term Sheet.
2. Support of Chapter 11 Plan. Provided that (x) the terms and conditions of the
Plan Documents (as defined below) are materially consistent with the Chapter 11 Plan Term
Sheet and all other terms and conditions of this Agreement have been satisfied or waived; and (y)
this Agreement shall not have been terminated in accordance with the provisions hereof, then:
i. Intermet and the First Lien Agent, on behalf of the First Lien Lenders,
shall be the proponents (the "Proponents") of the Chapter 11 Plan;
ii. Each Party shall refrain from proposing or supporting any chapter 11 plan
for Intermet other than the Chapter 11 Plan; and
iii. No Party will object to the Chapter 11 Plan or take any action directly or
indirectly inconsistent with the terms and conditions of this Agreement or
that wuulu unreasonably uelay confirmation or consummation of the
Chapter 11 Plan or approval ofthe Disclosure Statement (as defined
below).
3. Preparation and Filing of Chapter 11 Plan. The Proponents, in consultation
with the other Parties, shall use their reasonable efforts to pursue the preparation and filing with
the Bankruptcy Court of all documents necessary to effectuate the Chapter 11 Plan and Plan
Documents, in a manner that is materially consistent with the terms and conditions set forth in
this Agreement and the Chapter 11 Plan Term Sheet.
4. Confirmation and Consummation of Chapter 11 Plan. The Proponents shall
use their reasonable efforts to seek the confirmation and consummation of the Chapter 11 Plan
and its effectiveness in accordance with the terms and conditions set forth in the Chapter 11 Plan
Term Sheet and this Agreement (unless such terms and conditions are waived, extended or
modified in accordance with this Agreement).
3
5. Execution Date. This Agreement shall become effective, and the obligations
contained herein shall become binding, upon execution by each of the following Parties (such
date being hereinafter referred to as the "Execution Date") and entry of an order by the
Bankruptcy Court authorizing entry into this Agreement by Intermet and the other Parties hereto:
i. Intermet;
ii. Creditors' Committee;
iii. First Lien Agent; and
iv. First Lien Lenders (a) holding at least 66-2/3's of the outstanding principal
amount of indebtedness under the First Lien Term Loan Documents and
(b) constituting at least one-half in number of the holders of the
outstanding principal amount of indebtedness under the First Lien Term
Loan Documents.
6. Obligations Of Intermet. Without limiting the foregoing, for so long as this
Agreement remains in effect, and subject to each of the other Parties fulfilling its respective
obligations as provided herein, Intermet agrees:
i. To prepare and file with the Bankruptcy Court a motion (which may be
the 9019 Motion (as defined below)) seeking amendments to the Cash
Collateral Order consistent with the Parties' agreements in paragraph 10
below;
ii. To prepare and file the Chapter 11 Plan consistent in all material respects
with the Chapter 11 Plan Term Sheet and containing such other provisions
as may be necessary or appropriate and on terms reasonably acceptable to
the First Lien Agent;
iii. Not to file or seek Bankruptcy Court approval of any definitive documents
relating to the Chapter 11 Plan Term Sheet or Plan Documents unless they
are consistent with the Chapter 11 Plan Term Sheet and are otherwise
reasonably acceptable to the First Lien Agent;
iv. To use reasonable efforts to obtain approval of a disclosure statement (the
"Disclosure Statement") and all documents necessary or appropriate in
connection with the Chapter 11 Plan (together with the Disclosure
Statement, the "Plan Documents"), solicit the requisite votes in favor of,
and to obtain confirmation by the Bankruptcy Court of, the Chapter 11
Plan;
v. To otherwise use reasonable efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make
effective the Chapter 11 Plan and the transactions contemplated by the
Chapter 11 Plan, including the consummation of the Sale; and
4
vi. To continue to pay Other Administrative Expense Claims (as defined in
the Chapter 11 Plan Term Sheet) in the ordinary course ofbusiness
consistent with its past business practices and not, absent the consent of
the First Lien Agent, to prepay or otherwise pay any Other Administrative
Expense Claim in a manner inconsistent with past practices;
In all events, expressly subject to the exercise by Intermet (after consultation with its retained
legal and financial professionals) of its fiduciary duties.
7. Obligations Of Creditors' Committee. Without limiting the foregoing, for so
long as this Agreement remains in effect, and subject to each of the other Parties fulfilling its
respective obligations as provided herein, the Creditors' Committee agrees:
i. To support, and not oppose, the relief requested by Intermet in (x) the Sale
Motion, including the Bidding Procedures and the Auction; provided,
however, notwithstanding anything herein to the contrary, the Creditors'
Committee is expressly authorized to assert that an alternative third party
bid should be selected in connection with determining the "successful
bidder" in the event that there is one or more competing third party bids
submitted, (y) a motion, pursuant to Federal Rule of Bankruptcy
Procedure 9019, seeking approval of this Agreement (the "9019 Motion"),
and (z) approval ofthe Chapter 11 Plan and the Disclosure Statement in
connection therewith; provided, however, that, notwithstanding anything
herein to the contrary, the Creditors' Committee is permitted to object to
and not required to support any plan that is not materially consistent with
the Chapter 11 Plan Term Sheet in its entirety and any such objection or
refusal of support shall not be a breach of this Agreement;
ii. Not to pursue, propose, support or encourage the pursuit, proposal or
support of any chapter 11 plan or other restructuring, reorganization for, or
the liquidation of, Intermet (directly or indirectly) that is inconsistent with
the Chapter 11 Plan Term Sheet;
iii. Not to pursue, propose, support or encourage the pursuit, proposal or
support of a motion to convert Intermet's chapter 11 cases to cases under
chapter 7 of the Bankruptcy Code; provided further, that if such a motion
is filed, the Creditors' Committee agrees to support Intermet in opposition
thereto;
iv. Not, nor encourage any other person or entity, to delay, impede, appeal or
take any other negative action, directly or indirectly, to interfere with the
acceptance or implementation of the Chapter 11 Plan;
v. Not to commence any proceeding or prosecute, join in, or otherwise
support any objection to oppose or object to approval by the Bankruptcy
Court of an amended Cash Collateral Order consistent with the Parties'
5
agreements in paragraph 10 below, the Plan Documents or the Chapter 11
Plan; and
vi. Subject to the Bankruptcy Court's approval of the Disclosure Statement,
and provided that (x) the material terms and conditions of the Plan
Documents are consistent with the Chapter 11 Plan Term Sheet and all
other terms and conditions of this Agreement have been satisfied or
waived and (y) this Agreement shall not h:we terminated in accordance
with the provisions hereof, to include a letter in the solicitation materials
for the Chapter 11 Plan from the Creditors' Committee recommending that
all holders of GUC Claims vote to accept the Chapter 11 Plan.
8. Obligations Of First Lien Parties. Without limiting the foregoing, for so long
as this Agreement remains in effect, and subject to each of the other Parties fulfilling its
respective obligations as provided herein, the First Lien Agent and the First Lien Lenders party
hereto (collectively, the "First Lien Parties") each agree:
i. To support Intermet in preparing and filing (x) a motion to amend the
Cash Collateral Order consistent with the Parties' agreements in paragraph
10 below (if not otherwise included in 9019 Motion), (y) the Plan
Documents and (z) the Chapter 11 Plan;
ii. To support, and not oppose, the relief requested by Intermet in (x) the Sale
Motion, including the Bidding Procedures and the Auction, (y) the 9019
Motion consistent with the Parties' agreements in paragraph 10 below and
(z) approval ofthe Chapter 11 Plan and the Disclosure Statement in
connection therewith;
iii. Not to pursue, propose, support or encourage the pursuit, proposal or
support of, any chapter 11 plan or other restructuring, reorganization for,
or the liquidation of, Intermet (directly or indirectly) that is inconsistent
with the Chapter 11 Plan Term Sheet;
iv. Not to pursue, propose, support or encourage the pursuit, proposal or
support of a motion to convert Intermet's chapter 11 cases to cases under
chapter 7 of the Bankruptcy Code; provided further, that if such a motion
is filed, each of the First Lien Parties agrees to support Intermet in
opposition thereto;
v. Not, nor encourage any other person or entity, to delay, impede, appeal or
take any other negative action, directly or indirectly, to interfere with the
acceptance or implementation of the Chapter 11 Plan;
vi. Not to commence any proceeding or prosecute, join in, or otherwise
support any objection to oppose or object to approval by the Bankruptcy
Court of an amended Cash Collateral Order consistent with the Parties'
agreements in paragraph 10 below, the Plan Documents or the Chapter 11
Plan; and
6
vii. Subject to the Bankruptcy Court's approval of the Disclosure Statement,
and provided that (x) the material terms and conditions of the Plan
Documents are consistent with the Chapter 11 Plan Term Sheet and all
other terms and conditions of this Agreement have been satisfied or
waived; and (y) this Agreement shall not have terminated in accordance
with the provisions hereof, to timely vote any and all claims, including,
without limitation, First Lien Term Loan Claims, to accept the Chapter 11
Plan.
9. Obligations Of Second Lien Parties. Without limiting the foregoing, for so long
as this Agreement remains in effect, and subject to each of the other Parties fulfilling its
respective obligations as provided herein, the Second Lien Lenders party hereto (collectively, the
"Second Lien Parties") each agree:
i. To support, and not oppose, the relief requested by Intermet in (x) the Sale
Motion, including the Bidding Procedures and the Auction, (y) the 9019
Motion and (z) approval of the Chapter 11 Plan and the Disclosure
Statement in connection therewith;
ii. Not to pursue, propose, support or encourage the pursuit, proposal or
support of, any chapter 11 plan or other restructuring, reorganization for,
or the liquidation of, Intermet (directly or indirectly) that is inconsistent
with the Chapter 11 Plan Term Sheet;
iii. Not to pursue, propose, support or encourage the pursuit, proposal or
support of a motion to convert Intermet's chapter 11 cases to cases under
chapter 7 of the Bankruptcy Code; provided further, that if such a motion
is filed, each of the Second Lien Parties agrees to support Intermet in
opposition thereto;
iv. Not, nor encourage any other person or entity, to delay, impede, appeal or
take any other negative action, directly or indirectly, to interfere with the
acceptance or implementation of the Chapter 11 Plan;
v. Not to commence any proceeding or prosecute, join in, or otherwise
support any objection to oppose or object to approval by the Bankruptcy
Court of an amended Cash Collateral Order, the Plan Documents or the
Chapter 11 Plan; and
vi. Subject to the Bankruptcy Court's approval of the Disclosure Statement,
and provided that (x) the material terms and conditions of the Plan
Documents are consistent with the Chapter 11 Plan Term Sheet and all
other terms and conditions of this Agreement have been satisfied or
waived and (y) this Agreement shall not have terminated in accordance
with the provisions hereof, to timely vote any and all claims, including
Second Lien Term Loan Claims, to accept the Chapter 11 Plan.
7
10. Use Of Cash Collateral. Subject to the Bankruptcy Court's approval of this
Agreement and the 9019 Motion, the Parties agree to Intermet's continued use of Cash Collateral
through and including the earlier of (a) the occurrence of a Termination Event (as defined below)
and (b) July 31, 2009, under the terms and conditions of the Cash Collateral Order subject to the
following:
i. Additional Adequate Protection Payments. Intermet will pay to the
First Lien Agent for the benefit ofthe First Lien Lenders $20 million
($20,000,000) promptly, but not later than two (2) business days after the
entry of an order of the Bankruptcy Court approving the Motion; provided,
that, the Execution Date has occurred prior to the hearing date on the
Motion.
ii. Paydown Of Letters Of Credit. Intermet will use commercially
reasonable efforts to extinguish all or a portion of the letters of credit
issued under Intermet' s prepetition synthetic letter of credit facility under
the First Lien Term Loan Agreement and assist the First Lien Lenders and
the Issuing Bank to release all cash deposits and/or cash collateral backing
any letters of credit issued thereunder that are extinguished;
iii. Increased Cap/Fees Related To Investigation Period. Intermet and the
secured lenders agree to a modification of the Cash Collateral Order
(including, without limitation, the last proviso of paragraph 8 thereof),
providing for an increase ofthe $125,000 limitation on fees and expenses
of Creditors' Committee Professionals (as defined in the Cash Collateral
Order) by $53,000. Further, Intermet, the First Lien Lenders and the
Second Lien Lenders agree that the Creditors' Committee Professionals
shall be permitted to immediately seek payment of 100% of such
additional amounts from Cash Collateral (to the extent that such relief has
previously been deferred) and shall agree not to object to any fees and
expenses sought by the Creditors' Committee Professionals in connection
with such investigation; and
iv. Termination of Obligations Under Cash Collateral Order. Upon the
Effective Date ofthe Chapter 11 Plan, (y) none of the First Lien Lenders
shall (A) have any further obligation or liability to any person, entity, or
party-in-interest under the Cash Collateral Order, (B) be subject to the
Carve Out (as defined in the Cash Collateral Order), or (C) be obligated to
pay or be liable for any Carve Out Expenses (as defined in the Cash
Collateral Order) and (z) none of the First Lien Lenders' Adequate
Protection Liens, Prepetition Liens, Prepetition Secured Debt, or
Superpriority Claims (each as defined in the Cash Collateral Order) shall
be subject or subordinate to the Carve Out (as defined in the Cash
Collateral Order).
11. Timeline. The Parties agree to pursue their respective obligations on the
following timeline (in each case, a "Milestone"):
8
i. On or prior to June 8, 2009, Intermet shall obtain Bankruptcy Court
approval of an order amending the Cash Collateral Order consistent with
the Parties' agreements in paragraph 10 above through the 9019 Motion;
ii. On or prior to June 8, 2009, Intermet shall obtain Bankruptcy Court
approval of an order providing that (a) in the event Intermet's chapter 11
cases are converted to cases under chapter 7, GUC Cash (as defined in the
Chapter 11 Term Sheet) and the Exclurlerl Actions (as defined in the
Chapter 11 Term Sheet) shall be held in reserve for the sole and exclusive
purpose of paying allowed GUC Claims (excluding any such claims that
may be held by First Lien Lenders and Second Lien Lenders) (as each
such term is defined in the Chapter 11 Term Sheet), (b) in the event
Intermet' s chapter 11 cases are converted to cases under chapter 7,
(I) First Lien Lenders shall reserve proceeds of their collateral to fund the
MIP (as defined in the Chapter 11 Plan Term Sheet) and (II) Fees (as
defined in the Chapter 11 Plan Term Sheet) shall be payable pursuant to
the terms and conditions of paragraph 9 of the Cash Collateral Order, and
(c) in the event Intermet' s chapter 11 cases are converted to cases under
chapter 7, the Second Lien Holders' Cash shall be held in reserve to pay
Second Lien Holders;
iii. On or prior to June 8, 2009, Intermet shall pay $20 million to the First
Lien Agent on behalf of the First Lien Lenders, in accordance with
paragraph 1 O(i) above;
iv. On or prior to June 19, 2009, Intermet shall obtain Bankruptcy Court
approval of an order finding the Disclosure Statement contains adequate
information as required by section 1125 of the Bankruptcy Code;
v. On or prior to June 25, 2009, Intermet shall have filed a notice with the
Bankruptcy Court announcing the winning bidder at the Auction;
vi. On or prior to July 17, 2009, the Chapter 11 Plan shall have been
confirmed by the Bankruptcy Court; and
vii. On or prior to July 31,2009, the Effective Date of the Chapter 11 Plan
shall have occurred.
12. Remedies: Specific Performance. If a Party breaches any obligation or other
term or provision of this Agreement, the Party shall not be liable for money damages. This
Agreement, including, without limitation, the Parties' respective obligations to support the
Chapter 11 Plan and to facilitate its confirmation and consummation as provided herein, is
intended as a binding commitment enforceable in accordance with its terms. It is understood and
agreed by each of the Parties hereto that (i) money damages would not be a sufficient remedy for
any breach of this Agreement by any Party and in any event is not a remedy available under this
Agreement, (ii) each non-breaching Party shall be entitled to specific performance and injunctive
9
or other equitable relief as a remedy of any such breach, and (iii) the right to terminate this
Agreement is a cumulative remedy to specific performance.
13. Termination. Pursuant to the terms ofthis paragraph 13, this Agreement may or
shall be terminated, as the case may be, upon the occurrence of any of the following (each a
"Termination Event"):
i. The failure to meet any Milestone;
ii. Entry of an order by the Bankruptcy Court, or any other court of
competent jurisdiction, declaring, in a final nonappealable order, that this
Agreement is unenforceable;
iii. An interim or permanent trustee, a responsible officer or an examiner with
powers beyond the duty to investigate and report (as set forth in sections
11 06( a)(3) and ( 4) of the Bankruptcy Code) shall be appointed to oversee
or operate Intermet in its chapter 11 cases, or if Intcrmct files a motion
seeking any of the foregoing relief;
iv. Intermet's chapter 11 cases shall have been dismissed or converted to
cases under chapter 7 of the Bankruptcy Code, other than as a result of a
motion to dismiss or convert filed by a Party hereto;
v. Upon three days written notice by any Party, such notice being provided in
accordance with paragraph 19 below to all other Parties, of an actual
material breach of this Agreement by it or another Party; or
vi. The Effective Date of the Chapter 11 Plan.
Upon the occurrence of any of the Termination Events described in paragraphs 13(ii), (iv) or
(vi), this Agreement shall terminate automatically and without further notice or action by or to
any Party.
Upon the occurrence of any of the Termination Events set forth in paragraphs 13(i), (iii) and (v),
this Agreement shall terminate only upon written notice to the breaching Party from any non-
breaching Party and a failure by the breaching Party to remedy such breach within five (5)
business days; provided, however, that the right to terminate hereunder shall not preclude any
non-breaching Party from seeking specific performance or any other remedy available under
applicable law for breach of this Agreement.
14. Effect of Termination. Upon the termination ofthis Agreement pursuant to the
provisions of paragraph 13 above, all obligations hereunder shall terminate and shall be of no
further force and effect; provided, however, that termination, other than as a direct result of a
material breach of this Agreement by the Creditors' Committee shall have no effect on the right
ofholders of allowed GUC Claims to receive the GUC Cash and Excluded Actions (each as
defined in the Chapter 11 Plan Term Sheet, as described in paragraph 11(ii) above); provided
further, that any claim for breach ofthis Agreement shall survive termination and all rights and
remedies with respect to such claims shall not be prejudiced in any way; but provided further,
10
that the breach of this Agreement by one or more Parties shall not create any rights or remedies
against any non-breaching Party. Except as set forth above in this paragraph, upon such
Termination Event, any obligations of the non-breaching Parties set forth in this Agreement shall
be null and void ab initio and all claims, causes of action, remedies, defenses, setoffs, rights or
other benefits of such non-breaching Parties shall be fully preserved without any estoppel,
evidentiary or other effect of any kind or nature whatsoever.
15. Representations And Warranties. Each of the Parties represents and warrants
to each other Party, severally but not jointly (and solely with respect to itself), that the following
statements are true, correct and complete as of the date hereof:
i. Corporate Power And Authority. It is duly organized, validly existing,
and in good standing under the laws of the state or country of its
organization, and/or has all requisite corporate, partnership or other power
and authority to enter into this Agreement and to carry out the transactions
contemplated by, and to perform its respective obligations under, this
Agreement;
ii. Authorization. The execution and delivery of this Agreement and the
performance of its obligations hereunder have been duly authorized by all
necessary corporate, partnership or other action on its part;
iii. Binding Obligation. This Agreement has been duly executed and
delivered by it and constitutes its legal, valid and binding obligation,
enforceable in accordance with the terms hereof; and
iv. No Conflicts. The execution, delivery and performance by it (when such
performance is due) of this Agreement do not and shall not (a) violate any
provision of law, rule or regulation applicable to it or any of its
subsidiaries or its certificate of incorporation or bylaws or other
organizational documents or those of any of its subsidiaries or (b) conflict
with, result in a breach of or constitute (with due notice or lapse oftime or
both) a default under any material contractual obligation to which it or any
of its subsidiaries is a party.
16. Additional Lender Representations. Each First Lien Lender and Second Lien
Lender party hereto represents that, as of the date hereof, it (i) is the owner or has investment
management responsibility for accounts that own indebtedness under the First Lien Term Loan
Documents or Second Lien Term Loan Documents, each as applicable, in the principal amount
set forth on the schedule provided by such Party to counsel for Intermet on the date hereof on a
confidential basis with the power to vote and dispose of the entire principal amount of
indebtedness under the First Lien Term Loan Documents or Second Lien Term Loan Documents,
each as applicable, (collectively, the "Term Debt"), (ii) except as otherwise provided herein, has
not transferred the Term Debt (including any voting rights) and any purported transfer of Term
Debt shall be void and without effect and (iii) is not aware of any event that, due to any
fiduciary or similar duty to any other person, would prevent it from taking any action required of
it under this Agreement. Unless required by applicable law or regulation, Intermet shall not
11
disclose any Party's holdings of indebtedness under the First Lien Term Loan Documents or
Second Lien Term Loan Documents, each as applicable, without the prior written consent of
such Party, except to Intermet's advisors, agents, attorneys and representatives; provided,
however, that if such announcement or disclosure is so required by law or regulation, Intermet
shall afford such Party a reasonable opportunity to review and comment upon any such
announcement or disclosure prior to Intermet making such announcement or disclosure. The
foregoing shall not prohibit Intermet from disclosing the approximate aggregate holdings, in
number or amount, of either the First Lien Lenders or Second Lien Lenders as a group
respectively.
17. Acknowledgment. While the Parties agree herein to support approval of the
Chapter 11 Plan, this Agreement is not and shall not be deemed to be a solicitation for votes in
favor of any chapter 11 plan or for consent to the Chapter 11 Plan in contravention of applicable
non-bankruptcy law or section 1125(b) of the Bankruptcy Code. Notwithstanding anything to
the contrary contained herein, any obligation to vote in favor of the Chapter 11 Plan consistent
with the Chapter 11 Plan Term Sheet as set forth above is expressly conditioned on the receipt of
the Chapter 11 Plan and a copy of the Disclosure Statement that shall have previously been
approved by the Bankruptcy Court, after notice and a hearing, as containing adequate
information as required by section 1125 of the Bankruptcy Code.
18. Further Disposition or Acquisition of Claims. This Agreement shall in no way
be construed to preclude any Party from disposing of or acquiring claims against Intermet.
However, as a condition to any claim being disposed of, the transferee of the claim shall execute
and deliver to Intermet a writing in form and substance satisfactory to Intermet to the effect that
the transferee is bound by the terms of this Agreement or the disposition shall be void and
Transferor liable under this Agreement, and any claim acquired by a Party shall automatically be
subject to all of the terms of this Agreement.
19. Notices. Any notice required or desired to be served, given or delivered under
this Agreement shall be in writing, and shall be deemed to have been validly served, given or
delivered upon receipt if provided by personal delivery, sent by recognized overnight courier, or
sent by facsimile or similar electronic means, as follows:
i. If to Intermet, to Bob Tamburrino, Intermet Corporation, 301 Commerce
Street, Ste. 2901, Fort Worth, Texas 76102 and MatthewS. Barr, Esq. and
Michael E. Comerford, Esq., Milbank, Tweed, Hadley & Ml<Cloy LLP,
One Chase Manhattan Plaza, New York, New York 10005-1413;
ii. If to the Creditors' Committee, to Carey D. Schreiber, Esq., Winston
Strawn LLP, 200 Park Avenue, New York, New York 10166-4193;
iii. If to the First Lien Agent, to Michael J. Sage, Esq. and Andrew L. Buck,
Esq., Dechert LLP, 1095 Avenue ofthe Americas, New York, New York
10036;and
12
iv. If to First Lien Lenders or Second Lien Lenders, to each Party as set forth
under its signature hereto, or to such other address or facsimile number as
such Party shall provide to all other Parties hereto in writing.
20. Entire Agreement. This Agreement and the Chapter 11 Plan Term Sheet (the
provisions of which are expressly incorporated herein) constitute the entire agreement among the
Parties as to the subject matter hereof and supersede all prior and contemporaneous agreements,
representations, warranties, and understandings of the Parties, whether oral, written, or implied,
as to the subject matter hereof.
21. Modification; Waiver. No modification or amendment of this Agreement
(including the Chapter 11 Plan Term Sheet) shall be binding unless executed in writing by
(i) Intermet, (ii) the Creditors' Committee and (iii) the First Lien Agent. Additionally, to the
extent a modification or amendment of this Agreement (including the Chapter 11 Plan Term
Sheet) treats a First Lien Term Loan Claim or a Second Lien Term Loan Claim or a GUC Claim
in a different manner than such claim is treated under the Chapter 11 Plan Term Sheet as of the
execution of this Agreement, such modification or amendment shall not be binding unless
executed by each of the individual First Lien Lenders or Second Lien Lenders or the Creditors'
Committee, respectively, that are signatories hereto on or prior to the date of such modification
or amendment. No waiver of any ofthe provisions of this Agreement shall be deemed or
constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute
a continuing waiver. No waiver shall be binding unless executed in writing by the Party making
the waiver. For the avoidance of doubt, all actions by the First Lien Agent under this Agreement
shall be taken by the First Lien Agent as provided for under the Bidding Procedures Order, as
applicable, and otherwise as directed by the First Lien Lenders pursuant to the terms of the First
Lien Term Loan Documents.
22. Third-Party Beneficiaries. Nothing contained in this Agreement shall confer
any rights or remedies under or by reason of this Agreement on any person or entity other than
the Parties hereto, nor shall anything in this Agreement relieve or discharge the obligation or
liability of any third party to any Party to this Agreement.
23. Successors And Assigns. This Agreement shall be binding upon, and shall inure
to the benefit of, each Party hereto and their respective legal representatives, successors, and
assigns, including (in the case of any estate representative), any successor representative,
whether in chapter 11 or chapter 7 of the Bankruptcy Code.
24. Headings. The descriptive headings of the several paragraphs of this Agreement
are inserted for convenience of reference only and do not constitute a part of this agreement.
25. Interpretation. This Agreement is the product of negotiations among the Parties,
and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any
presumption with regard to interpretation for or against any Party by reason of that Party having
drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective in
regard to the interpretation hereof. In case of a conflict between this Agreement and the
Chapter 11 Plan Term Sheet, the Chapter 11 Plan Term Sheet shall govern.
13
26. Counterparts; Fax Signatures. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of an executed counterpart of a signature page
by facsimile transmission or e-mail shall be effective as delivery of a manually executed
counterpart.
27. Governing Law. Except to the extent that the Bankruptcy Code or Federal Rules
of Bankruptcy Procedure are applicable, this Agreement shall be governed by, and construed in
accordance with, the laws of the state ofDelaware, without giving effect to the conflicts oflaws
principles thereof
[Remainder of page intentionally left blank.]
14
28. Jurisdiction. Each Party hereby exclusively submits itself for the purpose of this
Agreement and any controversy arising hereunder to (a) the Bankruptcy Court during such time
as Intermet shall be subject to the jurisdiction of the Bankruptcy Court, or (b) otherwise, to the
exclusive jurisdiction of the federal or state courts located in the State of Delaware in
Wilmington, and any courts of appeal there from, and waives any objection (on the grounds of
lack of jurisdiction, or forum non conveniens or otherwise) to the exercise of such jurisdiction
over it by any such courts.
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
executed and delivered as of the date first above written.
Dated: June [ ], 2009
INTERMET CORPORATION, on behalfofitself
and its affiliated debtors and debtors in possession
[Signature pages to follow.]
15
In re Oneida Ltd., Case No. 06-10489-alg
[Docket No. 3] (Bankr. S.D.N.Y. Mar. 19, 2006)
EXECUTION VERSION
PLAN SUPPORT AGREEMENT
PLAN SUPPORT AGREEMENT (this "Agreement"), dated as of March 9, 2006, by and
among (i) the LENDERS that are party hereto (the "Plan Support Lenders"), in their individual
capacities, (ii) JPMORGAN CHASE BANK, N.A. (f/k/a JPMorgan Chase Bank; "JPMCB''), as
Agent under the Credit Agreement (as each term is defined in Recital A below) and (iii) Oneida
Ltd. ("Oneida").
A. Pursuant to that certain Second Amended and Restated Credit Agreement dated as of
August 9, 2004 among Oneida, certain institutional lenders from time to time party thereto
(collectively, the "Lenders") and JPMCB as administrative agent and collateral agent for the
Lenders (in such capacity, the "Agent"), as amended by an Amendment No. 1 to the Second
Amended and Restated Credit Agreement dated as of October 15, 2004, a Consent and Amendment
No. 2 to the Second Amended and Restated Credit Agreement, dated as of February 2, 2005, a
Consent, Waiver and Amendment No. 3 to the Second Amended and Restated Credit Agreement
dated as of April 7, 2005, and an Amendment No.4 to the Second Amended and Restated Credit
Agreement dated as of June 23, 2005 (as may be hereafter further amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"). Capitalized terms not otherwise
defined herein shall have the meaning set forth in the Credit Agreement.
B. Oneida is the sponsor of the Retirement Plan for the Employees of Oneida Ltd.
(FEIN lPN: 15-0405700/00 I) (the "Oneida Plan") and Buffalo China, Inc., a wholly-owned
subsidiary of Oneida, is the sponsor of each of the Retirement Income Plan for Employees of
Buffalo China, Inc. (FEIN/PN: 160979731/001) (the "Buffalo China Plan") and the GMP- Buffalo
China, Inc. Pension Plan for Employees Who Are Members of Local 76A (FEIN/PN: 16
0979731/003) (the "Buffalo China Union Plan" and, together with the Buffalo China Plan and the
Oneida Plan, the "Oneida Pension Plans").
C. In connection with the Recapitalization (defined below) and as further described in
the Term Sheet (defined below), Oneida intends to seek a distressed termination of one or more of
the Oneida Pension Plans pursuant to Section 4041 ( c )(2)(B)(ii) of ERISA, which would result in a
liability to the PBGC (the "PBGC Obligation").
D. The Lenders and Oneida have engaged in extensive negotiations to restructure
certain outstanding obligations of Oneida and its subsidiaries to the Lenders under the Credit
Agreement, and Oneida and the PBGC have had discussions regarding compromising the PBGC
Obligations.
E. Each Plan Support Lender has agreed to enter into the transactions (the
"Recapitalization"), described in the term sheet attached hereto as Exhibit A (the "Term Sheet") on
a consensual basis subject to the terms and conditions contained herein.
F. Oneida and the Plan Support Lenders (each a "!1YTI" and together, the "Parties"),
together with the Agent, anticipate that the Recapitalization will be implemented through a "pre
1-NY/1991204.17
negotiated" (with the Plan Support Lenders} plan of reorganization for Oneida and certain of its
subsidiaries in voluntary bankruptcy cases (the "Chapter 11 Cases") under chapter 11 of title 11 of
the United States Code, 11 U.S.C. 101-1532 (as amended) (the "Bankruptcy Code") in the United
States Bankruptcy Court for the Southern District ofNew York (the "Bankruptcy Court").
G. Subject to execution of definitive documentation and appropriate approvals of the
Bankruptcy Court, the following sets forth the agreement among the Parties (and the Agent)
concerning their respective obligations.
NOW, THEREFORE, in consideration of the covenants and agreements contained herein,
and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
each of the Parties and the Agent, intending to be legally bound hereby, agrees as follows:
1. Each Plan Support Lender's consent to the Recapitalization, and the agreement of each Plan
Support Lender and the Agent set forth herein, shall be effective at ll :59 p.m. prevailing Eastern
Time on March 9, 2006 (the "Effective Date"), if Oneida and, (i) with respect to those Plan Support
Lenders that have Tranche A Loans (the "Tranche A P1an Support Lenders"), Lenders holding more
than 66-2/3% in dollar amount of the Tranche A Term Loans outstanding under the Credit
Agreement and who number more than one-half of all of the Tranche A Lenders and (ii) with
respect to those Plan Support Lenders that have Tranche B Loans (the ''Tranche B Plan Support
Lenders"), Lenders holding more than 66-2/3% in dollar amount of the Tranche B Term Loans
outstanding under the Credit Agreement and who number more than one-half of all of the Tranche
B Lenders, shaH have delivered and not withdrawn an executed counterpart of this Agreement to the
Agent.
2. This Agreement, and the Plan Support Lenders' and Agent's consents and agreements, shall
terminate, be of no further force or effect:
(1) immediately and automatically without the act of any party in the event that any of the
following occurs:
(i) by 11 :59 p.m. prevailing Eastern Time on March 31, 2006, Oneida and all of its domestic
subsidiaries party to the Credit Agreement (together with Oneida, the "Filing Entities") have
not filed voluntary petitions with the Bankruptcy Court commencing the Chapter II Cases
(the date on which the Chapter 11 Cases are commenced being, the "Petition Date"); (ii) a
plan of reorganization proposed by the Filing Entities (the "Plan") and the related disclosure
statement (the "Disclosure Statement") shall not have been filed with the Bankruptcy Court
within 45 days of the Petition Date; (iii) the Plan shall not have been confirmed by an order
of the Bankruptcy Court within 270 days of the Petition Date; (iv) the effective date of the
Plan and substantial consummation thereof shall not have occurred within 45 days from the
date upon which the Bankruptcy Court enters an order confirming the Plan; (v) after filing
the Plan, any of the Filing Entities withdraws (or moves to withdraw) the Plan; or (vi) a
trustee or exan1iner with enlarged powers shall have been appointed under Sections I 05 or
1104 of the Bankruptcy Code for service in the Chapter II Cases; or
(II) in the event that any of the following occurs, upon the delivery to Oneida of a notice
from the Agent acting at the direction of the Required Plan Support Lenders (as hereinafter defined)
1-NY/1991204.17
2
tenninating this Agreement as to the Tranche A Plan Support Lenders or the Tranche B Plan
Support Lenders, as the case may be:
(i) prior to the Petition Date, an Event of Default under Section 7(b) or 7(c) of the Credit
Agreement shall have occurred and be continuing with respect to the Tranche A Loans; (ii)
the Plan or any amendment, modification or supplement thereto, or any other plan of
reorganization, shall have been filed by any of the Filing Entities with the Bankruptcy Court
containing terms that are not substantially in accordance with the transactions embodied in
the Tenn Sheet (including the treatment of the Claims (as hereinafter defined) contemplated
and set forth in the Term Sheet), or otherwise fails to be in form and substance reasonably
satisfactory to the Required Plan Support Lenders; (iii) the Filing Entities fail to deliver to
the Plan Support Lenders an executed commitment letter for exit financing to be provided
upon the consummation of the Plan by one or more proposed lenders by no later than 5:00
p.m. prevailing Eastern Time on April 30, 2006, or such commitment letter fails to be
reasonably acceptable in form and substance to the Required Plan Support Lenders and/or
fails to be for loans and other financial accommodations in an aggregate amount sufficient to
repay in full the loans and other obligations under the DIP Revolver or the Tranche A
Loans; (iv) the Bankruptcy Court grants relief that is inconsistent with the transactions
embodied in the Term Sheet (including the treatment of the Claims contemplated and set
forth in the Term Sheet) and materially adverse to the Plan Support Lenders, including,
without limitation, a motion to vacate or modify the automatic stay contained in Section 362
of the Bankruptcy Code with regard to any material assets of the Filing Entities (it being
understood that any such relief granted to the Agent and any of the Lenders in connection
with the DIP Revolver (as defined in the Term Sheet) shall not constitute a basis for the Plan
Support Lenders to invoke this termination event); or (v) as to any matter or issue specified
on the term sheet as "TBD," such matter or issue, when determined, shall not be reasonably
satisfactory to the Required Plan Support Lenders.
The earlier to occur of any of the events set forth in (I) and (II), above, shall be referred to as
the "Termination Date". Notwithstanding the occurrence of the Termination Date, paragraphs 14,
17 and 18 herein shall survive such termination.
"Required Plan Support Lenders" shall mean, at such time (i) as to the Tranche A Plan
Support Lenders, Plan Support Lenders holding greater than fifty percent (50%) of the unpaid
principal amount of Tranche A Term Loans (the "Required Tranche A Plan Support Lenders") and
(ii) as to the Tranche B Plan Support Lenders, Plan Support Lenders holding greater than fifty
percent (50%) ofthe unpaid principal amount of Tranche B Term Loans (the "Required Tranche B
Plan Support Lenders"). For the avoidance of doubt, a determination by the Required Plan Support
Lenders pursuant to clause (i) of this definition shall be binding on aJI Tranche A Plan Support
Lenders but not Tranche B Plan Support Lenders. A determination by the Required Plan Support
Lenders pursuant to clause (ii) of this definition shall be binding on aJJ Tranche B Plan Support
Lenders but not Tranche A Plan Support Lenders.
3. Oneida may attach a copy of the Plan as Annex C hereto if, at such time, Oneida shall have
received the prior written confirmation from the Agent that the Plan is in form and substance
reasonably satisfactory to either or both of the Required Tranche A Plan Support Lenders or/and the
Required Tranche B Plan Support Lenders; provided, that if Oneida attaches a copy of the Plan
1-NY/1991204.17
3
without having received prior written confirmation from the Agent that the Plan is in form and
substance reasonably satisfactory to both the Required Tranche A Plan Support Lenders and the
Required Tranche B Plan Support Lenders, then the event specified in Section 2(11)(ii) of this
Agreement shall be deemed to have occurred with respect to all of the Plan Support Lenders related
to the group of Required Plan Support Lenders that did not give their prior written confirmation.
4. Subject to and upon the terms and conditions set forth herein, including the occurrence of
the Effective Date and subject to the occurrence ofthe Termination Date (if applicable), each ofthe
Plan Support Lenders hereby (i) consents to the transactions embodied in the Term Sheet, which is
incorporated herein and is made part of this Agreement, (ii) agrees to enter into and execute
definitive documentation reasonably necessary to effectuate such transactions, grovided that such
definitive documentation is reasonably satisfactory in form and substance to the Plan Support
Lenders and the Agent, (iii) agrees not to object, on any grounds, to the terms, conditions, nature or
amount of the DfP Revolver to be provided by the Agent (in its capacity as post-petition
administrative agent), or to the nature, amount and scope of the adequate protection ("Adequate
Protection") sought to be granted and as set forth on Annex A hereto; provided, that the terms of the
DIP Revolver and Adequate Protection are substantially in accordance with the terms and
conditions contained in the Term Sheet and (iv) so long as the Plan and the related Disclosure
Statement provide for the treatment of Claims substantially in accordance with the treatment
embodied and set forth in the Term Sheet, each Plan Support Lender shall, when solicited after
receipt of the Disclosure Statement previously approved by the Bankruptcy Court pursuant to
Section 1125(b) of the Bankruptcy Code, (a) vote to accept the Plan and (b) not (I) object to
confirmation of the Plan, (2) vote for, or otherwise directly or indirectly seek, solicit, support or
encourage (x) any objection to the Plan or (y) any other plan of reorganization or liquidation or (3)
take any other action, including, without limitation, initiating any legal proceedings that is
inconsistent with, or that would delay consummation of, the transactions embodied in the Term
Sheet and the Plan; provided, however, that neither a Plan Support Lender nor the Agent shall be
barred from objecting to compliance with Section 1125 of the Bankruptcy Code or other applicable
law relating to disclosure if it reasonably believes that the Disclosure Statement or other document
received by such Party lacks adequate information (as defined in Section 1125(a) ofthe Bankruptcy
Code).
Notwithstanding the foregoing, nothing in this Agreement shall be construed as to prohibit
any Party from appearing as a party-in-interest in any matter to be adjudicated in the Chapter 1 1
Cases so long as such appearance and the positions advocated in connection therewith are not
inconsistent with the provisions hereof.
5. The Agent is hereby authorized by each of the Plan Support Lenders to continue to pursue
and negotiate the Recapitalization and documentation related thereto containing terms (i)
substantially in accordance with the terms described in the Term Sheet, and (ii) with respect to
terms not set forth in the Term Sheet, reasonably satisfactory to the Required Plan Support Lenders.
6. Subject to the occurrence of the Effective Date and until the occurrence of the Termination
Date (if applicable), this Agreement and the consent set forth herein shall be binding upon and inure
to the benefit of each Plan Support Lender, the Agent and their respective assigns, transferees,
participants and successors. In the event that any Plan Support Lender transfers, assigns or sells a
participation in its claims, rights or obligations ("Claims") relating to Oneida or its subsidiaries after
1-NYil99l204. 17
4
such Plan Support Lender's execution of this Agreement (including, without limitation, to an
Affiliate), such Plan Support Lender shall provide such assignee, transferee or participant with a
copy of this Agreement and shall obtain such assignee's, transferee's or participant's written
acknowledgment of and agreement to be bound by the terms hereof as a condition to such transfer,
assignment, or sale and any such transfer, assignment or sale that is made without obtaining such
written acknowledgment and agreement shall be null and void. In addition, by its execution and
delivery hereof, each Plan Support Lender acknowledges and agrees that the Agent may withhold
its consent under the Credit Agreement to any such proposed transfer, assignment or sale unless the
Assignment and Acceptance that is delivered to the Agent in respect thereof is accompanied by a
counterpart of this Agreement executed by the proposed transferee, assignee or purchaser.
7. Subject to the occurrence of the Effective Date and until the occurrence of the Termination
Date (if applicable), the Parties and the Agent will (i) negotiate in good faith the documentation
necessary to implement the Recapitalization, which shall be, in all respects, substantially in
accordance with the terms and conditions contained in the Term Sheet, and (ii) act in good faith to
support the implementation ofthe Recapitalization.
8. Each Plan Support Lender represents that, as of the date hereof, such Plan Support Lender
(i) either (A) is the sole legal and beneficial owner of the principal amount of Claims relating to
Tranche A Loans and Tranche B Loans in amounts of not less than the amounts set forth on its
executed signature page hereto and all related claims, rights and causes of action arising out of or in
connection with or otherwise relating to such claims, in each case free and clear of all claims, liens
and encumbrances, or (B) has investment or voting discretion with respect to its Claims and has the
power and authority to bind the beneficial owner(s) of such Claims to the terms of this Agreement
and (ii) has full power and authority to enter into this Agreement and to vote on and consent to
matters concerning such Claims.
9. Each Party and the Agent represents that the execution and deJivery of this Agreement and
the performance of its obligations hereunder have been duly authorized by all necessary corporate,
partnership or limited liability company action on its part.
10. This Agreement, including schedules and annexes, constitutes the entire agreement of the
Parties and the Agent with respect to the subject matter of this Agreement, and supercedes all other
prior negotiations, agreements, and understandings, whether written or oral, among the Parties and
the Agent with respect to the subject matter of this Agreement.
11. Notwithstanding any provision to the contrary contained in the Term Sheet, (i) the
completion of due diligence with respect to Oneida and its subsidiaries is not a condition precedent
to each Plan Support Lender's or the Agent's obligations and agreements under this Agreement and
(ii) the Plan Support Lenders and the Agent may not seek to condition or avoid the perfonnance of
its obligations hereunder based on or subject to the completion of any such due diligence.
12. This Agreement shall in no way be construed to preclude any Plan Support Lender from
acquiring additional Claims; provided, however, that any such additionaJ Claims so acquired shall
automatically be deemed to be subject to the tenns of this Agreement. Moreover, and for purposes
of greater certainty, all Claims held by any PJan Support Lender shall be deemed covered and
governed by the tenns of this Agreement.
1-NY/1991204.17
5
13. The request for registration of certain shares of Oneida's common stock made by certain of
the Lenders, pursuant to that Registration Rights Agreement dated as of August 9, 2004, shall be
deemed withdrawn by such each Lender that is a Plan Support Lender as of the date hereof.
14. If the transactions contemplated herein are not consummated, or following the occurrence of
the Termination Date, if applicable, nothing shall be construed herein as a waiver by any Party,
including the Agent, of any or all of such Party's or the Agent's respective rights and the Parties and
the Agent expressly reserve any and all of their respective rights. Pursuant to Federal Rule of
Evidence 408 and any other applicable rules of evidence, this Agreement and all negotiations
relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to
enforce its terms.
15. This Agreement may be executed in one or more counterparts, each of which, when so
executed, shall constitute the same instrument and the counterparts may be delivered by facsimile
transmission or by electronic mail in portable document format (.pdt).
16. It is understood and agreed by the Parties and the Agent that money damages would not be a
sufficient remedy for any breach of this Agreement by any Party or the Agent and each non
breaching Party and the Agent shall be entitled to specific performance and injunctive or other
equitable relief as a remedy of any such breach, including, without limitation, an order of the
Bankruptcy Court or other court of competent jurisdiction requiring any Party and the Agent to
comply promptly with any of its obligations hereunder.
17. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of New York, without regard to such state's choice of law provisions which would require the
application of the law of any other jurisdiction. By its execution and delivery of this Agreement,
each of the Parties and the Agent hereby irrevocably and unconditionally agrees for itself that any
legal action, suit or proceeding against it with respect to any matter arising under or arising out of or
in connection with this Agreement or for recognition or enforcement of any judgment rendered in
any such action, suit or proceeding, may be brought in the United States District Court for the
Southern District of New York, and by execution and delivery of this Agreement, each of the
Parties and the Agent hereby irrevocably accepts and submits itself to the exclusive jurisdiction of
such court, generally and unconditionally, with respect to any such action, suit or proceeding.
Notwithstanding the foregoing consent to New York jurisdiction, upon the commencement of the
Chapter II Cases, each Party and the Agent hereto hereby agrees that the Bankruptcy Court shall
have exclusive jurisdiction of all matters arising out of or in connection with this Agreement.
18. The terms and provisions of this Agreement are intended solely for the benefit of the Parties
and the Agent hereto and their respective successors and permitted assigns, and it is not the
intention of the Parties, including the Agent, to confer third-party beneficiary rights upon any other
person.
[Signature Pages Follow]
lNY/1991204.17
6
IN WITNESS WHEREOF, Oneida, the Agent and the Plan Support Lenders have
executed this Asfeement as ofrhe date first written above.
Ji{?L
{'rADit-.J G. ,
C!t\f:f> FJI\)A;\)e.t AI., !
Slc. sa \/at 1
[Signature Page to Plan Support Agreement)
FROM
(THU) :3. 9' 06 ! 0' 24/ST. 10: 23/NO. 4863793926 P 2
JPMORGAN CHASE BANK, N.A., as Administrative Agent
and Collateral Agent for the Lenders, and in its capacities as a
Tranche A Lender and a Tranche B Lender
~ ~ ~ ~ t . ~ ~
Title: yp
Claims with respect to:
Tranche A Loans: $7,448,109
Tranche B Loans: $21,578,336
[SignatUre Page 10 Plan Suppon Agreement}
MAR 09 2006 12:00 FR BANC OF RI"ERICA SEC 212 583 8130 TO 912123096001
BANK OF AMERICA, NA.,
as.ar-MAL1f
By: .(JF1:
Name:
Title:
Claims with respect to
Tranche A Loans: $17,349,912
Traocbe .B Loans: SO
[Sisnature Page to Plan Support Agreement)
I
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Tranche A Lender and as a Tranche BLender
By: In Ka..ct.L:G.
Name: /1. kc..JI;'-k
Title:
Claims with respect to
Tranche A Loans: $11,370,048
Tranche B Loans: $1,285,481
Page to Plan Support Agreement]
MAR-09-2006 THU 09:56AM NOSTRO
FAX ~ J o . 4i6 866 3527
ESPERANCE,
fill a TrMche A Lender
Claims with respect to
Tranche A Loans: $9,458,572
Tranche B Loans: $0
[Signature Pa,e to Plan Support Agreement]
p, 003
CARGILL FINANCIAL SERVICES
INTERNATIONAL, C.
as a Tranc
Claims with respect to
Tranche A Loans: SO
Tranche B L o a n : ~ : $14.499,767
[Signature Page to Plan Support Auccment)
HIU!ILAND CREDIT OPPORTI:NITIES CDO LTD.,
nder
Claims with respeclto
Tranche A Loans: $7.000,000
Tranche 8 Loans: $0
[Signature Page to Plan Support Agreement!
MAR-08-06 WED 05:01PM HSBC BANK USA N.A.
FAX NO. 718 841 1473
HSBC BANK USA, NATIONAL ASSOCfATION,
as a Trunche A Lender nnd ns a TrAnche A L(ndt:r
By: fl V p
Nrune: /tf'"ft.tCK fl.1.rf/1f.'tly --
Title: vI ct: PfH?. s. I 0 13 ,v r
with n..spect to
Tranche A Loans: $138,924
Tranche ll Lo<1ns: $149,619
[Sfgnntun: Paco to Plnn
P. 02
LITES:PEED MASTER FUND LTD. ,# . ,
as a Tranche 8 Lender: ; ' ---


. .
' . . . . '\...:-,.....
By:
Name:
Title:
Claims with respe<:t to
Tranche A Loans: $0
Tranche B Loans: $18,635,226
[Signarure Page to Plan Support Agreement!
SZtl.BOBZlZ
'
lolarC806 1 T:43 From-WHITNEY & CO., llC Z1283SU01
GREEN RNER FUND I LP,
as a Tranche B Lender
T-560 P OOZIOOl F-136
__
Name: .}vyM<.,IL \)--. t G-IL lA I \1
Title: Ge,,....,i!!tt-,.,c ?A:C!It-vrt
Claims wilh respect to
Tranche A Loans: $0
Tranche: B Loans: $5,572,067
Pi!&<! to Plan Support
03/0812006 17:24 FAX 1201 871 2241 ALPINE ASSOC
:\LPJI\E ASSOCIATES LP,
as n Tranch) 13 Lcnda
I
By:
Clmms with respect to
Trnnchc A Loans: $0
Tranche B Loans: $6,570,157
~ 002/002
ANCHORAGE CAPITAL MASTER OFFSHORE, LTD.,
as a Tranche 8 Lender
By:
Name:
Title: KEVIN UlR(CH
Director
Claims with respect to
Tranche A Loans: $0
Tranche B Loans: $21,375,970
[Signature Page ra Plan Support
as a
Claims with respect to
Tranche A Loans: $0
T r a n ~ h e B Loans: $1 0,558,350
[Signature Page to Plan Support Agreementj
DJNGLTD.,
Mar082006 From-METCAP HOLDING LLC
+2129492364
TT45 Fl60
CEDARVJSW OPPORlUNITIES MASTER fUND LP
as a Tranche A Lender '

Name:
Title:
BUrian Weinstein
Managln9 Partner
Tranche B Loans: $0
[Signature Page ro Pla11 Support Agreernrnt]
MAR-08-2006 WED 03:42 PY NOSTRO
FAX No. 416 866 3527
EMERALD ORCHARD LIMITED,
as a Trall()he A Lender
Claims with respect to
Tranche A loans; $2,546,713
Tranche B Lo8llS: $0
[Signature Page to Phlll S11pp0rt AgTHTilM!tj
P. 002
FIELD POINT I, LTD.,
as a Tranche A Lender

Title: A-Lt
1
,...., L
'Jit#I.TYrf
Claims with respect to
Tranche A Loans: $6,615,331
Tranche B Loans: $0
[Signature Page to Plan Suppon Agreememj
FIELD POINT Il, L TO.,
as a Tranche A Lender
By: f:kJ /)_ /t!vJ
Nanu:: c ,( ,.,.._,.J. A. ,Jt.,;..-
Title:
Claims with to
Tranche A Loans: $8,977,502
Tranche B Loans: $0
[Signature Page to Phm Suppon Agreement}
FIELD POINT Ill, L TO.,
as a T:w::Jer
By: jl] [/f.wp
Name: l!',(,.,,.t. A. hlv/t:. ..
Title: A ~ f i . G L $'J,"tt/wy
Claims with respect to
Tranche A Loans: $8,543,446
Tranche B Loans: $0
[Signature Page to Plan Suppon Agreement]
FIELD POINT IV, LID.,
Lend"' (l;j
Byi1!J ii /fi
Name: A. Jl;tvft'
Title: Av+ltI'I"Z..U f//'ta.twy
Claims with respect to
Tranche A Loans: $15,614,011
Tranche B Loans: $0
[Signature Page to Plan Support Agreement)
MAR. 8. 2006 3:37PM 9726284143
CALIFORNIA PUBLIC EMPLOYEES'
RBTIREMENT SYSTEM,
NO. 7521 P. 2


rrtJe: Strand Advisors, Inc., General Partner of
mghland Capital Management, L.P.
Chums with respect to
Tranche A Loans: $\0,794,214
Tranche B Loans: SO
[Signature lo Plsn S\fP!l(ln Agreemenl]