Common use of Debentures Clause in Contracts

Debentures. Subject to the conditions of this Section 2.5, the Parties have agreed that Persons listed in Appendix III (each, a “Debenture Holder”) may become parties to this Agreement as “New Series B Investors” for the purpose of purchasing Series B Units at the Second Closing on the terms, and subject to the conditions, specified in this Agreement. The Company shall provide written notice to each Debenture Holder, at such Debenture Holder’s address listed on Appendix III, as to (i) the date scheduled for the Second Closing, (ii) the opportunity for such Debenture Holder to become a party to this Agreement as a “New Series B Investor” in accordance with this Section and (iii) the manner and deadline for accepting such opportunity (as described in the next sentence). If any such Debenture Holder shall determine to become a party to this Agreement as a “New Series B Investor,” then such Debenture Holder shall, on or prior to the scheduled date for the Second Closing, authorize the Company to cancel its original debenture by delivering (1) its executed counterpart to this Agreement whereby such Debenture Holder (i) agrees to observe and to be bound by, and to be entitled to the rights provided by, this Agreement as if such Debenture Holder were named herein originally as a “New Series B Investor,” (ii) confirms the aggregate consideration to be paid by such Debenture Holder for Series B Units at the Second Closing by tendering an equivalent principal amount of the debentures identified opposite such Debenture Holder’s name on Appendix III (but excluding any warrants associated with the tendered principal amount of debentures), (iii) confirms such Debenture Holder’s agreement to deliver the agreed portion of the tendered principal amount of the debentures at the Second Closing against the delivery of the Series B Units at a purchase price of $3.00 per Series B Unit, (2) its executed joinder to the Amended and Restated Shareholders Agreement and (3) its executed counterpart to the First Amendment to Registration Rights Agreement. Notwithstanding the foregoing, the ability of the Debenture Holders to become a party to this Agreement shall be limited to no more than $1,450,000 aggregate principal amount of debentures of all such Debenture Holders so electing to participate, with the right of the Company in its sole discretion to allocate among such Debenture Holders as necessary in order to meet such limitation.

Debentures. Subject to the conditions of this Section 2.5, the Parties have agreed that Persons listed in Appendix III (each, a “Debenture Holder”) may become parties to this Agreement as “New Series B Investors” for the purpose of purchasing Series B Units A Preferred Shares at the Second Closing on the terms, and subject to the conditions, specified in this Agreement. The Company shall provide written notice to each Debenture Holder, at such Debenture Holder’s address listed on in Appendix III, as to (i) the date scheduled for the Second Closing, (ii) the opportunity for such Debenture Holder to become a party to this Agreement as a an “New Series B Investor” in accordance with this Section and (iii) the manner and deadline for accepting such opportunity (as described in the next sentence), which notice shall include a copy of the agreement described in the next sentence. If any such Debenture Holder shall determine to become a party to this Agreement as a an “New Series B Investor,” then such Debenture Holder shall, on or at least five business days prior to the scheduled date for the Second Closing, authorize deliver to the Company and to cancel its original debenture by delivering (1) its executed counterpart to this Agreement whereby special counsel for the Investors an agreement wherein such Debenture Holder (i1) agrees shall agree to observe and to be bound by, and to be entitled to the rights provided by, this Agreement as if such Debenture Holder were named herein originally as a an “New Series B Investor,” (ii2) confirms shall confirm the aggregate consideration to be paid by such Debenture Holder Person for Series B Units A Preferred Shares at the Second Closing Closing, which consideration shall be paid by tendering an equivalent principal amount of the debentures identified opposite such Debenture HolderPerson’s name on in Appendix III (but excluding any III, together with such number of warrants as is associated with the tendered principal amount of debenturesdebentures (with each $5,000 aggregate principal amount of debentures being associated with warrants to acquire 1,000 shares of Common Stock), (iii3) confirms shall confirm such Debenture HolderPerson’s agreement to deliver the agreed portion of the tendered principal amount of the debentures and associated warrants at the Second Closing against the delivery of the Series B Units at a purchase price of $3.00 per Series B Unit, (2) its executed joinder to the Amended and Restated Shareholders Agreement A Preferred Shares and (34) its executed counterpart to shall make the First Amendment to Registration Rights Agreementrepresentations contained in Article VIII. Notwithstanding the foregoing, the ability of the Debenture Holders to become a party to this Agreement shall be limited to no more than $1,450,000 600,000 aggregate principal amount of debentures of all such Debenture Holders so electing to participate, with the right of the Company in its sole discretion to allocate among such Debenture Holders as necessary in order to meet such limitation.

Debentures. Subject The parties intend to seek the Debenture Holders Required Consent in connection with, and to permit, the Distribution and certain of the other transactions contemplated hereby. It is the intent of the parties that, in connection with obtaining such consent, prior to the conditions of this Section 2.5Closing, CRC will conduct a consent solicitation to seek the Debenture Holders Required Consent (as amended from time to time, the Parties have agreed that Persons listed "Debenture Consent Solicitation") and, in Appendix III (eachconnection therewith, a “Debenture Holder”) may become parties prior to this Agreement as “the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will conduct an offer to exchange New Series B Investors” Debentures initially issued by each of NYC Newco and PRR Newco for the purpose of purchasing Series B Units at the Second Closing Debentures on the terms, terms and subject to the conditionsconditions set forth herein and/or on such other terms as may be agreed by CRC, specified NSC and CSX as necessary or appropriate in this Agreementorder to facilitate obtaining the Debenture Holders Required Consent, including without limitation, the amount of the Debenture Cash Payments (the "Exchange Offer"). The Company Exchange Offer shall provide written notice be on the basis that each holder of Debentures accepting the New Debentures in exchange for such holder's Debentures must grant a consent in respect of the Debenture Holders Required Consent. In connection with the foregoing, the parties shall undertake the following transactions: (a) Prior to each Debenture Holder, at such Debenture Holder’s address listed on Appendix III, as to (i) the date scheduled for the Second Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CRC, in consultation with NSC and CSX, shall prepare a consent solicitation, which consent solicitation shall form part of the Registration Statement, to seek the Debenture Holders Required Consent in connection with the Distribution and certain other transactions contemplated hereby and to the execution of the Supplemental Indenture. CRC shall comply with all applicable laws or regulations in connection with the Debenture Consent Solicitation. (iib) Subject to the opportunity for such Debenture Holder to become a party to this Agreement as a “New Series B Investor” satisfaction of the conditions set forth in accordance with this Section and (iii) the manner and deadline for accepting such opportunity (as described in the next sentence). If any such Debenture Holder shall determine to become a party to this Agreement as a “New Series B Investor,” then such Debenture Holder shall5.2 hereof, on or prior the Distribution Date, CRC shall execute and deliver the Supplemental Indenture and such other necessary documents and request the Trustee to execute the same. The parties agree to execute and deliver all reasonable and necessary opinions, officer's certificates and other documents in connection with the execution of the Supplemental Indenture. (c) Prior to the scheduled date for the Second Closing, authorize on a timetable agreed by the Company parties to cancel its original debenture by delivering (1) its executed counterpart most expeditiously lead to this Agreement whereby such Debenture Holder (i) agrees to observe the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will promptly prepare and cause to be bound byfiled with the SEC, and Registration Statements offering to be entitled to exchange for each $1,000.00 principal amount of each series of the rights provided by, this Agreement as if such Debenture Holder were named herein originally as a “New Series B Investor,” (ii) confirms the aggregate consideration to be paid by such Debenture Holder for Series B Units at the Second Closing by tendering an equivalent Debentures $580.00 principal amount of the debentures identified opposite such Debenture Holder’s name on Appendix III corresponding series of New Debentures to be issued by PRR Newco (but excluding any warrants associated with the tendered principal amount of debentures), (iii"PRR Newco Debentures") confirms such Debenture Holder’s agreement to deliver the agreed portion of the tendered and $420.00 principal amount of the debentures corresponding series of New Debentures to be issued by NYC Newco (the "NYC Newco Debentures"), subject to the treatment of fractional interests. The PRR Newco Debentures shall be fully and unconditionally guaranteed by NSR and the NYC Newco Debentures shall be fully and unconditionally guaranteed by CSXT. CSXT and NSR shall execute and deliver the NYC Newco Indenture and the PRR Newco Indenture, respectively, setting forth their respective guarantee obligations on the Distribution Date and any other necessary documents ancillary thereto and shall request the respective trustees to execute the same. Upon completion of the mergers set forth in Section 2.1(j), the NYC Newco Debentures shall be assumed by and shall become the primary obligations of CSXT and the PRR Newco Debentures shall be assumed by and shall become the primary obligations of NSR. The respective guarantee obligations of CSXT and NSR shall automatically cease to exist upon completion of the mergers described in Section 2.1(j). Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, NSC and CSX shall ensure that CRC has sufficient cash to make, and CRC shall make, the Debenture Cash Payments at the Second Closing against Closing. The Exchange Offer will be registered under the delivery Securities Act on the appropriate form of Registration Statement and shall comply with all applicable rules and regulations under the Series B Units at Exchange Act and with all other applicable laws. As a purchase price result of $3.00 per Series B Unitsuch Exchange Offer and Debenture Consent Solicitation, (2) its executed joinder the parties hereto agree to make such additional filings pursuant to the Amended and Restated Shareholders Agreement and (3) its executed counterpart to Securities Act or the First Amendment to Registration Rights AgreementExchange Act as are necessary or appropriate. Notwithstanding the foregoing, the ability of the Debenture Holders to become a party to this Agreement The parties shall be limited to no more than $1,450,000 aggregate principal amount of debentures of also take all such Debenture Holders so electing to participate, action as may be necessary or appropriate under state securities or "Blue Sky" laws in connection with the right of the Company in its sole discretion to allocate among such Debenture Holders as necessary in order to meet such limitationtransactions contemplated by this Agreement.

Debentures. (a) Subject to the conditions of compliance with this Section 2.55.9, the Parties have agreed that Persons listed in Appendix III Company may, at its election, commence a tender offer and consent solicitation (each, a “Debenture Holder”the "Tender Offer") may become parties to this Agreement as “New Series B Investors” for purchase the purpose of purchasing Series B Units at Company's outstanding 9 3/8% Debentures due 2006 (the Second Closing "Debentures") on the termsterms and conditions set forth in Schedule 5.9 hereto, which shall effect the deletion of substantially all of the covenants in the related Indenture, dated as of April 1, 1996, as amended by the First Supplemental indenture thereto, dated as of April 1, 1996 (as so amended, the "Indenture"), which may be deleted therefrom with the consent (the "Requisite Consent") of a majority in principal amount of outstanding Debentures, as set forth in Schedule 5.9 (the "Majority Covenants"). (b) The Tender Offer shall be commenced as promptly as practicable following November 4, 1998, and, in any event, within three days following such date (the "Third Day"). Except as may be required by law, the Company shall not extend the consent date or expiration date of, or amend or waive any terms or conditions of, the Tender Offer, or deem any condition thereof not to be satisfied, without Parent's prior written consent (in its sole discretion), provided that, on any scheduled consent date under the Tender Offer prior to November 25, 1998, the Company may extend such consent date, for one business day, if on such consent date the Requisite Consent has not been received. (c) All documentation delivered in connection with the Tender Offer shall be acceptable to Parent (in its sole discretion), and subject Parent shall be provided all such documentation sufficiently in advance of the anticipated date of use of such documentation to the conditions, specified in this Agreementmeaningfully review and comment on such documentation. The Company shall provide written notice to each Debenture Holder, at such Debenture Holder’s address listed on Appendix III, as to Parent with (i) opinions of North Carolina and New York counsel to the date scheduled for Company, addressed to both the Second ClosingCompany and Parent, in form and substance satisfactory to Parent (in its sole discretion) and as set forth in Schedule 5.9 hereto respecting the commencement and consummation of the Tender Offer and the execution and delivery of the Supplemental Indenture and (ii) the opportunity for such Debenture Holder to become a party to this Agreement as a “New Series B Investor” in accordance with this Section reliance letters permitting Parent and (iii) the manner and deadline for accepting such opportunity (as described in the next sentence). If any such Debenture Holder shall determine to become a party to this Agreement as a “New Series B Investor,” then such Debenture Holder shall, on or prior to the scheduled date for the Second Closing, authorize the Company to cancel rely on any legal opinions or certificates delivered in connection therewith. (d) If the Tender Offer is commenced (x) upon the receipt of the Requisite Consent, the Company shall execute and use its original debenture by delivering best efforts to cause the Trustee to execute the Supplemental Indenture at the Consent Time (1as defined in the Tender Offer) its executed counterpart and (y) upon the expiration of the period for tendering Debentures under the Tender Offer, if the conditions to this Agreement whereby consummation of the Tender Offer have been satisfied, the Company shall accept for payment and purchase all Debentures validly tendered thereunder and shall deliver such Debenture Holder (i) agrees to observe and to be bound by, and to be entitled Debentures to the rights provided byTrustee under the Indenture for cancellation. (e) Promptly following the expiration of the period for tendering Debentures under the Tender Offer without Debentures being purchased thereunder, this Agreement as or upon the Third Day if such Debenture Holder were named herein originally as a “New Series B Investor,” (ii) confirms the aggregate consideration to be paid Tender Offer shall not have been commenced by such Debenture Holder for Series B Units at day, the Second Closing Company shall make the deposit (the "Deposit") contemplated by tendering an equivalent principal amount Section 6.1A(1) of the debentures identified opposite such Debenture Holder’s name on Appendix III (but excluding any warrants associated with Indenture and shall use its best efforts to satisfy all other conditions to the tendered principal amount covenant defeasance provisions of debentures), (iii) confirms such Debenture Holder’s agreement to deliver the agreed portion Sections 6.1 and 6.1A of the tendered principal amount of the debentures at the Second Closing against the delivery of the Series B Units at a purchase price of $3.00 per Series B Unit, (2) its executed joinder Indenture so that such covenant defeasance shall become effective with respect to the Amended and Restated Shareholders Agreement and (3) its executed counterpart to the First Amendment to Registration Rights Agreement. Notwithstanding the foregoing, the ability of the Debenture Holders to become a party to this Agreement shall be limited to no more than $1,450,000 aggregate principal amount of debentures of all such Debenture Holders so electing to participate, with the right of the Company in its sole discretion to allocate among such Debenture Holders Debentures as necessary in order to meet such limitationpromptly as practicable thereafter.

Debentures. Subject to Upon the conditions of this Section 2.5, the Parties have agreed that Persons listed in Appendix III (each, a “Debenture Holder”) may become parties to this Agreement as “New Series B Investors” for the purpose of purchasing Series B Units at the Second Closing on the terms, terms and subject to the conditionsconditions set forth herein, specified in this Agreement. The Company shall provide written notice to each Debenture Holder, at such Debenture Holder’s address listed on Appendix III, as to (i) on the date scheduled for First Closing Date, if the Company and Purchasers mutually agreed to proceed with the First Closing, the Company agrees to sell to the Purchasers, and the Purchasers agree to purchase from the Company, a 10% original issue discount secured convertible debenture issued by the Company in the amount of the First Closing Principal Amount, (ii) on the Second Closing Date, if the Company and Purchasers mutually agreed to proceed with the Second Closing, (ii) the opportunity for such Debenture Holder Company agrees to become sell to the Purchasers, and the Purchasers agree to purchase from the Company, a party to this Agreement as a “New Series B Investor” in accordance with this Section and (iii) 10% original issue discount secured convertible debenture issued by the manner and deadline for accepting such opportunity (as described Company in the next sentence). If any such Debenture Holder shall determine to become a party to this Agreement as a “New Series B Investor,” then such Debenture Holder shall, on or prior to the scheduled date for the Second Closing, authorize the Company to cancel its original debenture by delivering (1) its executed counterpart to this Agreement whereby such Debenture Holder (i) agrees to observe and to be bound by, and to be entitled to the rights provided by, this Agreement as if such Debenture Holder were named herein originally as a “New Series B Investor,” (ii) confirms the aggregate consideration to be paid by such Debenture Holder for Series B Units at amount of the Second Closing by tendering an equivalent principal amount of the debentures identified opposite such Debenture Holder’s name on Appendix III (but excluding any warrants associated with the tendered principal amount of debentures)Principal Amount, (iii) confirms such Debenture Holder’s agreement on the Third Closing Date, if the Company and Purchasers mutually agreed to deliver proceed with the agreed portion of Third Closing, the tendered principal Company agrees to sell to the Purchasers, and the Purchasers agree to purchase from the Company, a 10% original issue discount secured convertible debenture issued by the Company in the amount of the debentures at the Second Third Closing against the delivery of the Series B Units at a purchase price of $3.00 per Series B UnitPrincipal Amount, (2iv) its executed joinder on the Fourth Closing Date, if the Company and Purchasers mutually agreed to proceed with the Fourth Closing, the Company agrees to sell to the Amended Purchasers, and Restated Shareholders Agreement and (3) its executed counterpart the Purchasers agree to purchase from the First Amendment to Registration Rights Agreement. Notwithstanding the foregoingCompany, the ability of the Debenture Holders to become a party to this Agreement shall be limited to no more than $1,450,000 aggregate principal amount of debentures of all such Debenture Holders so electing to participate, with the right of 10% original issue discount secured convertible debenture issued by the Company in its sole discretion the amount of the Fourth Closing Principal Amount, and (v) on the Fifth Closing Date, if the Company and Purchasers mutually agreed to allocate among proceed with the Fifth Closing, the Company agrees to sell to the Purchasers, and the Purchasers agree to purchase from the Company, a 10% original issue discount secured convertible debenture issued by the Company in the amount of the Fifth Closing Principal Amount (each such 10% original issue discount secured convertible debenture, as may be amended, amended and restated or otherwise modified from time to time, a “Debenture”, and collectively, the “Debentures”). Each Debenture Holders as necessary shall be substantially in order to meet such limitationthe form of Exhibit A attached hereto with the blanks appropriately filled and shall mature on the date that is eighteen (18) months from the First Closing Date.

Debentures. (a) Subject to the conditions of compliance with this Section 2.55.9, the Parties have agreed that Persons listed in Appendix III Company may, at its election, commence a tender offer and consent solicitation (each, a “Debenture Holder”the "Tender Offer") may become parties to this Agreement as “New Series B Investors” for purchase the purpose of purchasing Series B Units at Company's outstanding 9 3/8% Debentures due 2006 (the Second Closing "Debentures") on the termsterms and conditions set forth in Schedule 5.9 hereto, which shall effect the deletion of substantially all of the covenants in the related Indenture, dated as of April 1, 1996, as amended by the First Supplemental indenture thereto, dated as of April 1, 1996 (as so amended, the "Indenture"), which may be deleted therefrom with the consent (the "Requisite Consent") of a majority in principal amount of outstanding Debentures, as set forth in Schedule 5.9 (the "Majority Covenants"). (b) The Tender Offer shall be commenced as promptly as practicable following the date of Amendment No. 1, and, in any event, within three days following such date (the "Third Day"). Except as may be required by law, the Company shall not extend the consent date or expiration date of, or amend or waive any terms or conditions of, the Tender Offer, or deem any condition thereof not to be satisfied, without Parent's prior written consent (in its sole discretion), provided that, on any scheduled consent date under the Tender Offer prior to November 25, 1998, the Company may extend such consent date, for one business day, if on such consent date the Requisite Consent has not been received. (c) All documentation delivered in connection with the Tender Offer shall be acceptable to Parent (in its sole discretion), and subject Parent shall be provided all such documentation sufficiently in advance of the anticipated date of use of such documentation to the conditions, specified in this Agreementmeaningfully review and comment on such documentation. The Company shall provide written notice to each Debenture Holder, at such Debenture Holder’s address listed on Appendix III, as to Parent with (i) opinions of North Carolina and New York counsel to the date scheduled for Company, addressed to both the Second ClosingCompany and Parent, in form and substance satisfactory to Parent (in its sole discretion) and as set forth in Schedule 5.9 hereto respecting the commencement and consummation of the Tender Offer and the execution and delivery of the Supplemental Indenture and (ii) the opportunity for such Debenture Holder to become a party to this Agreement as a “New Series B Investor” in accordance with this Section reliance letters permitting Parent and (iii) the manner and deadline for accepting such opportunity (as described in the next sentence). If any such Debenture Holder shall determine to become a party to this Agreement as a “New Series B Investor,” then such Debenture Holder shall, on or prior to the scheduled date for the Second Closing, authorize the Company to cancel rely on any legal opinions or certificates delivered in connection therewith. (d) If the Tender Offer is commenced (x) upon the receipt of the Requisite Consent, the Company shall execute and use its original debenture by delivering best efforts to cause the -3- Trustee to execute, the Supplemental Indenture at the Consent Time (1as defined in the Tender Offer) its executed counterpart and (y) upon the expiration of the period for tendering Debentures under the Tender Offer, if the conditions to this Agreement whereby consummation of the Tender Offer have been satisfied, the Company shall accept for payment and purchase all Debentures validly tendered thereunder and shall deliver such Debenture Holder (i) agrees to observe and to be bound by, and to be entitled Debentures to the rights provided byTrustee under the Indenture for cancellation. (e) Promptly following the expiration of the period for tendering Debentures under the Tender Offer without Debentures being purchased thereunder, this Agreement as or upon the Third Day if such Debenture Holder were named herein originally as a “New Series B Investor,” (ii) confirms the aggregate consideration to be paid Tender Offer shall not have been commenced by such Debenture Holder for Series B Units at day, the Second Closing Company shall make the deposit (the "Deposit") contemplated by tendering an equivalent principal amount Section 6.1A(1) of the debentures identified opposite such Debenture Holder’s name on Appendix III (but excluding any warrants associated with Indenture and shall use its best efforts to satisfy all other conditions to the tendered principal amount covenant defeasance provisions of debentures), (iii) confirms such Debenture Holder’s agreement to deliver the agreed portion Sections 6.1 and 6.1A of the tendered principal amount Indenture so that such covenant defeasance shall become effective with respect to all Debentures as promptly as practicable thereafter. SECTION 4. Section 6.2(k) of the debentures at the Second Closing against the delivery of the Series B Units at a purchase price of $3.00 per Series B Unit, (2) its executed joinder to the Amended Original Merger Agreement is amended and Restated Shareholders Agreement and (3) its executed counterpart to the First Amendment to Registration Rights Agreement. Notwithstanding the foregoing, the ability of the Debenture Holders to become a party to this Agreement shall be limited to no more than $1,450,000 aggregate principal amount of debentures of all such Debenture Holders so electing to participate, with the right of the Company restated in its sole discretion entirety to allocate among such Debenture Holders read as necessary in order to meet such limitation.follows:

Debentures. Subject In order to facilitate the remarketing, the Agent shall notify the Remarketing Agent, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, of the aggregate number of Debentures to be remarketed. Concurrently, the Collateral Agent, pursuant to the conditions terms of this Section 2.5the Pledge Agreement, will present for remarketing the Debentures to the Remarketing Agent. Upon receipt of such notice from the Agent and the Debentures from the Collateral Agent, the Parties have agreed that Persons listed in Appendix III (eachRemarketing Agent will, a “Debenture Holder”) may become parties to this Agreement as “New Series B Investors” for the purpose of purchasing Series B Units at the Second Closing on the termsthird Business Day immediately preceding the Purchase Contract Settlement Date, use its reasonable efforts to remarket the Debentures on such date at a price of approximately ____% (but not less than ____%) of the aggregate principal amount of the Debentures, plus accrued and subject unpaid interest (including deferred interest), if any, thereon. After deducting any Remarketing Fee then the Remarketing Agent will remit the remaining portion of the proceeds from such remarketing to the conditionsCollateral Agent. Such portion of the proceeds, specified in this Agreement. The Company shall provide written notice equal to each Debenture Holderthe aggregate principal amount of such Debentures, at such Debenture Holder’s address listed on Appendix IIIwill automatically be applied by the Collateral Agent, as to (i) the date scheduled for the Second Closing, (ii) the opportunity for such Debenture Holder to become a party to this Agreement as a “New Series B Investor” in accordance with this Section the Pledge Agreement to satisfy in full such Corporate Unit Holders' obligations to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Any proceeds in excess of those required to pay the Purchase Price and (iii) the manner and deadline Remarketing Fee will be remitted to the Agent for accepting such opportunity (as described payment to the Holders of the related Corporate Units. Corporate Unit Holders whose Debentures are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in the next sentence)connection therewith. If any such Debenture Holder shall determine to become a party to this Agreement remarketing results in a Failed Remarketing in accordance with the terms of the Pledge Agreement, the Collateral Agent, for the benefit of the Company, will exercise its rights as a “New Series B Investor,” then secured party with respect to such Debenture Debentures, including those actions specified in paragraph (c) below; provided, that if upon a Failed Remarketing the Collateral Agent exercises such rights for the benefit of the Company with respect to such Debentures, any accrued and unpaid interest on such Debentures will become payable by FPL Group Capital to the Agent for payment to the Holder shall, of the Corporate Units to which such Debentures relate. Such payment will be made by FPL Group Capital on or prior to 11:00 a.m., New York City time, on the scheduled date for Purchase Contract Settlement Date in lawful money of the Second ClosingUnited States by certified or cashiers' check or wire transfer, authorize in each case in immediately available funds payable to or upon the order of the Agent. The Company to cancel its original debenture by delivering (1) its executed counterpart to this Agreement whereby will cause a notice of such Debenture Holder (i) agrees to observe and Failed Remarketing to be bound by, and to be entitled to published on the rights provided by, this Agreement as if such Debenture Holder were named herein originally as a “New Series B Investor,” (ii) confirms Business Day immediately preceding the aggregate consideration to be paid by such Debenture Holder for Series B Units at the Second Closing by tendering Purchase Contract Settlement Date in an equivalent principal amount of the debentures identified opposite such Debenture Holder’s name on Appendix III (but excluding any warrants associated with the tendered principal amount of debentures), (iii) confirms such Debenture Holder’s agreement to deliver the agreed portion of the tendered principal amount of the debentures at the Second Closing against the delivery of the Series B Units at a purchase price of $3.00 per Series B Unit, (2) its executed joinder to the Amended and Restated Shareholders Agreement and (3) its executed counterpart to the First Amendment to Registration Rights Agreement. Notwithstanding the foregoing, the ability of the Debenture Holders to become a party to this Agreement shall be limited to no more than $1,450,000 aggregate principal amount of debentures of all such Debenture Holders so electing to participate, with the right of the Company in its sole discretion to allocate among such Debenture Holders as necessary in order to meet such limitationAuthorized Newspaper.

Debentures. (a) Subject to the conditions of compliance with this Section 2.55.9, the Parties have agreed that Persons listed in Appendix III Company may, at its election, commence a tender offer and consent solicitation (each, a “Debenture Holder”the "Tender Offer") may become parties to this Agreement as “New Series B Investors” for purchase the purpose of purchasing Series B Units at Company's outstanding 9 3/8% Debentures due 2006 (the Second Closing "Debentures") on the termsterms and conditions set forth in Schedule 5.9 hereto, which shall effect the deletion of substantially all of the covenants in the related Indenture, dated as of April 1, 1996, as amended by the First Supplemental indenture thereto, dated as of April 1, 1996 (as so amended, the "Indenture"), which may be deleted therefrom with the consent (the "Requisite Consent") of a majority in principal amount of outstanding Debentures, as set forth in Schedule 5.9 (the "Majority Covenants"). (b) The Tender Offer shall be commenced as promptly as practicable following the date of Amendment No. 1, and, in any event, within three days following such date (the "Third Day"). Except as may be required by law, the Company shall not extend the consent date or expiration date of, or amend or waive any terms or conditions of, the Tender Offer, or deem any condition thereof not to be satisfied, without Parent's prior written consent (in its sole discretion), provided that, on any scheduled consent date under the Tender Offer prior to November 25, 1998, the Company may extend such consent date, for one business day, if on such consent date the Requisite Consent has not been received. (c) All documentation delivered in connection with the Tender Offer shall be acceptable to Parent (in its sole discretion), and subject Parent shall be provided all such documentation sufficiently in advance of the anticipated date of use of such documentation to the conditions, specified in this Agreementmeaningfully review and comment on such documentation. The Company shall provide written notice to each Debenture Holder, at such Debenture Holder’s address listed on Appendix III, as to Parent with (i) opinions of North Carolina and New York counsel to the date scheduled for Company, addressed to both the Second ClosingCompany and Parent, in form and substance satisfactory to Parent (in its sole discretion) and as set forth in Schedule 5.9 hereto respecting the commencement and consummation of the Tender Offer and the execution and delivery of the Supplemental Indenture and (ii) the opportunity for such Debenture Holder to become a party to this Agreement as a “New Series B Investor” in accordance with this Section reliance letters permitting Parent and (iii) the manner and deadline for accepting such opportunity (as described in the next sentence). If any such Debenture Holder shall determine to become a party to this Agreement as a “New Series B Investor,” then such Debenture Holder shall, on or prior to the scheduled date for the Second Closing, authorize the Company to cancel rely on any legal opinions or certificates delivered in connection therewith. (d) If the Tender Offer is commenced (x) upon the receipt of the Requisite Consent, the Company shall execute and use its original debenture by delivering best efforts to cause the Trustee to execute, the Supplemental Indenture at the Consent Time (1as defined in the Tender Offer) its executed counterpart and (y) upon the expiration of the period for tendering Debentures under the Tender Offer, if the conditions to this Agreement whereby consummation of the Tender Offer have been satisfied, the Company shall accept for payment and purchase all Debentures validly tendered thereunder and shall deliver such Debenture Holder (i) agrees to observe and to be bound by, and to be entitled Debentures to the rights provided byTrustee under the Indenture for cancellation. (e) Promptly following the expiration of the period for tendering Debentures under the Tender Offer without Debentures being purchased thereunder, this Agreement as or upon the Third Day if such Debenture Holder were named herein originally as a “New Series B Investor,” (ii) confirms the aggregate consideration to be paid Tender Offer shall not have been commenced by such Debenture Holder for Series B Units at day, the Second Closing Company shall make the deposit (the "Deposit") contemplated by tendering an equivalent principal amount Section 6.1A(1) of the debentures identified opposite such Debenture Holder’s name on Appendix III (but excluding any warrants associated with Indenture and shall use its best efforts to satisfy all other conditions to the tendered principal amount covenant defeasance provisions of debentures), (iii) confirms such Debenture Holder’s agreement to deliver the agreed portion Sections 6.1 and 6.1A of the tendered principal amount Indenture so that such covenant defeasance shall become effective with respect to all Debentures as promptly as practicable thereafter. SECTION 4. Section 6.2(k) of the debentures at the Second Closing against the delivery of the Series B Units at a purchase price of $3.00 per Series B Unit, (2) its executed joinder to the Amended Original Merger Agreement is amended and Restated Shareholders Agreement and (3) its executed counterpart to the First Amendment to Registration Rights Agreement. Notwithstanding the foregoing, the ability of the Debenture Holders to become a party to this Agreement shall be limited to no more than $1,450,000 aggregate principal amount of debentures of all such Debenture Holders so electing to participate, with the right of the Company restated in its sole discretion entirety to allocate among such Debenture Holders read as necessary in order to meet such limitation.follows:

Debentures. Subject to Upon the conditions of this Section 2.5, the Parties have agreed that Persons listed in Appendix III (each, a “Debenture Holder”) may become parties to this Agreement as “New Series B Investors” for the purpose of purchasing Series B Units at the Second Closing on the terms, terms and subject to the conditionsconditions set forth herein, specified in this Agreement. The Company shall provide written notice to each Debenture Holder, at such Debenture Holder’s address listed on Appendix III, as to (i) on the date scheduled for First Closing Date, the Second ClosingCompany agrees to sell to each Purchaser participating in the First Closing and each such Purchaser agrees to purchase from the Company, a 10% original issue discount secured convertible debenture issued by the Company in amount equal to such portion of the First Closing Principal Amount as is set forth on such Purchaser’s signature page to this Agreement, (ii) the opportunity for such Debenture Holder to become a party to this Agreement as a “New Series B Investor” in accordance with this Section and (iii) the manner and deadline for accepting such opportunity (as described in the next sentence). If any such Debenture Holder shall determine to become a party to this Agreement as a “New Series B Investor,” then such Debenture Holder shall, on or prior to the scheduled date for the Second Closing, authorize the Company to cancel its original debenture by delivering (1) its executed counterpart to this Agreement whereby such Debenture Holder (i) agrees to observe and to be bound by, and to be entitled to the rights provided by, this Agreement as if such Debenture Holder were named herein originally as a “New Series B Investor,” (ii) confirms the aggregate consideration to be paid by such Debenture Holder for Series B Units at the Second Closing Date, the Company agrees to sell to each Purchaser participating in the Second Closing and each such Purchaser agrees to purchase from the Company, a 10% original issue discount secured convertible debenture issued by tendering an equivalent principal the Company in amount equal to such portion of the debentures identified opposite Second Closing Principal Amount as is set forth on such Debenture HolderPurchaser’s name on Appendix III (but excluding any warrants associated with the tendered principal amount of debentures)signature page to this Agreement, (iii) confirms on the Third Closing Date, if the Requisite Holders agree to proceed with the Third Closing, the Company agrees to sell to each Purchaser participating in the Third Closing and each such Debenture Holder’s agreement Purchaser agrees to deliver purchase from the agreed Company, a 10% original issue discount secured convertible debenture issued by the Company in amount equal to such portion of the tendered principal amount of the debentures at the Second Third Closing against the delivery of the Series B Units at a purchase price of $3.00 per Series B UnitPrincipal Amount as is set forth on such Purchaser’s signature page to this Agreement, (2iv) its executed joinder on the Fourth Closing Date, if the Requisite Holders agree to proceed with the Amended and Restated Shareholders Agreement and (3) its executed counterpart to the First Amendment to Registration Rights Agreement. Notwithstanding the foregoingFourth Closing, the ability of Company agrees to sell to each Purchaser participating in the Debenture Holders Fourth Closing and each such Purchaser agrees to become purchase from the Company, a party to this Agreement shall be limited to no more than $1,450,000 aggregate principal amount of debentures of all such Debenture Holders so electing to participate, with the right of 10% original issue discount secured convertible debenture issued by the Company in its sole discretion amount equal to allocate among such portion of Fourth Closing Principal Amount as is set forth on such Purchaser’s signature page to this Agreement, and (v) on each Subsequent Closing Date, if any, the Company agrees to sell to each Purchaser participating in such Subsequent Closing and each such Purchaser agrees to purchase from the Company, a secured convertible debenture issued by the Company in amount equal to such portion of the Subsequent Closing Principal Amount as is set forth on such Purchaser’s signature page to this Agreement, (each such secured convertible debenture, as may be amended, amended and restated or otherwise modified from time to time, a “Debenture”, and collectively, the “Debentures”). Each Debenture Holders as necessary shall be substantially in order to meet such limitationthe form of Exhibit A attached hereto with the blanks appropriately filled and all outstanding principal on each Debenture shall mature on the date that is eighteen (18) months from the First Closing Date.

Debentures. Subject to Upon the conditions of this Section 2.5, the Parties have agreed that Persons listed in Appendix III (each, a “Debenture Holder”) may become parties to this Agreement as “New Series B Investors” for the purpose of purchasing Series B Units at the Second Closing on the terms, terms and subject to the conditionsconditions set forth herein, specified in this Agreement. The Company shall provide written notice to each Debenture Holder, at such Debenture Holder’s address listed on Appendix III, as to (i) on the date scheduled for First Closing Date, the Second ClosingCompany agrees to sell to each Purchaser participating in the First Closing and each such Purchaser agrees to purchase from the Company, a 10% original issue discount secured convertible debenture issued by the Company in amount equal to such portion of the First Closing Principal Amount as is set forth on such Purchaser’s signature page to this Agreement, (ii) the opportunity for such Debenture Holder to become a party to this Agreement as a “New Series B Investor” in accordance with this Section and (iii) the manner and deadline for accepting such opportunity (as described in the next sentence). If any such Debenture Holder shall determine to become a party to this Agreement as a “New Series B Investor,” then such Debenture Holder shall, on or prior to the scheduled date for the Second Closing, authorize the Company to cancel its original debenture by delivering (1) its executed counterpart to this Agreement whereby such Debenture Holder (i) agrees to observe and to be bound by, and to be entitled to the rights provided by, this Agreement as if such Debenture Holder were named herein originally as a “New Series B Investor,” (ii) confirms the aggregate consideration to be paid by such Debenture Holder for Series B Units at the Second Closing Date, the Company agrees to sell to each Purchaser participating in the Second Closing and each such Purchaser agrees to purchase from the Company, a 10% original issue discount secured convertible debenture issued by tendering an equivalent principal the Company in amount equal to such portion of the debentures identified opposite Second Closing Principal Amount as is set forth on such Debenture HolderPurchaser’s name on Appendix III (but excluding any warrants associated with the tendered principal amount of debentures)signature page to this Agreement, (iii) confirms on the Third Closing Date, if the Requisite Holders agree to proceed with the third Closing, the Company agrees to sell to each Purchaser participating in the Third Closing and each such Debenture Holder’s agreement Purchaser agrees to deliver purchase from the agreed Company, a 10% original issue discount secured convertible debenture issued by the Company in amount equal to such portion of the tendered principal amount of the debentures at the Second Third Closing against the delivery of the Series B Units at a purchase price of $3.00 per Series B UnitPrincipal Amount as is set forth on such Purchaser’s signature page to this Agreement, (2) its executed joinder to the Amended and Restated Shareholders Agreement and (3iv) its executed counterpart to the First Amendment to Registration Rights Agreement. Notwithstanding the foregoingon each Subsequent Closing Date, if any, the ability of Company agrees to sell to each Purchaser participating in such Subsequent Closing and each such Purchaser agrees to purchase from the Debenture Holders to become Company, a party to this Agreement shall be limited to no more than $1,450,000 aggregate principal amount of debentures of all such Debenture Holders so electing to participate, with the right of 10% original issue discount secured convertible debenture issued by the Company in its sole discretion amount equal to allocate among such portion of the Subsequent Closing Principal Amount as is set forth on such Purchaser’s signature page to this Agreement, (each such 10% original issue discount secured convertible debenture, as may be amended, amended and restated or otherwise modified from time to time, a “Debenture”, and collectively, the “Debentures”). Each Debenture Holders as necessary shall be substantially in order to meet such limitationthe form of Exhibit A attached hereto with the blanks appropriately filled and shall mature on the date that is eighteen (18) months from the First Closing Date.

Debentures. Subject to Upon the conditions of this Section 2.5, the Parties have agreed that Persons listed in Appendix III (each, a “Debenture Holder”) may become parties to this Agreement as “New Series B Investors” for the purpose of purchasing Series B Units at the Second Closing on the terms, terms and subject to the conditionsconditions set forth herein, specified in this Agreement. The Company shall provide written notice to each Debenture Holder, at such Debenture Holder’s address listed on Appendix III, as to (i) on the date scheduled for First Closing Date, the Second ClosingCompany agrees to sell to each Purchaser participating in the First Closing and each such Purchaser agrees to purchase from the Company, a 10% original issue discount secured convertible debenture issued by the Company in an amount equal to such portion of the First Closing Principal Amount as is set forth on such Purchaser’s signature page to this Agreement, (ii) the opportunity for such Debenture Holder to become a party to this Agreement as a “New Series B Investor” in accordance with this Section and (iii) the manner and deadline for accepting such opportunity (as described in the next sentence). If any such Debenture Holder shall determine to become a party to this Agreement as a “New Series B Investor,” then such Debenture Holder shall, on or prior to the scheduled date for the Second Closing, authorize the Company to cancel its original debenture by delivering (1) its executed counterpart to this Agreement whereby such Debenture Holder (i) agrees to observe and to be bound by, and to be entitled to the rights provided by, this Agreement as if such Debenture Holder were named herein originally as a “New Series B Investor,” (ii) confirms the aggregate consideration to be paid by such Debenture Holder for Series B Units at the Second Closing Date, if the Requisite Holders agree to proceed with the second Closing, the Company agrees to sell to each Purchaser participating in the Second Closing and each such Purchaser agrees to purchase from the Company, a 10% original issue discount secured convertible debenture issued by tendering an equivalent principal the Company in amount equal to such portion of the debentures identified opposite Second Closing Principal Amount as is set forth on such Debenture HolderPurchaser’s name on Appendix III (but excluding any warrants associated with the tendered principal amount of debentures)signature page to this Agreement, (iii) confirms on the Third Closing Date, if the Requisite Holders agree to proceed with the third Closing, the Company agrees to sell to each Purchaser participating in the Third Closing and each such Debenture Holder’s agreement Purchaser agrees to deliver purchase from the agreed Company, a 10% original issue discount secured convertible debenture issued by the Company in amount equal to such portion of the tendered principal amount of the debentures at the Second Third Closing against the delivery of the Series B Units at a purchase price of $3.00 per Series B UnitPrincipal Amount as is set forth on such Purchaser’s signature page to this Agreement, (2) its executed joinder to the Amended and Restated Shareholders Agreement and (3iv) its executed counterpart to the First Amendment to Registration Rights Agreement. Notwithstanding the foregoingon each Subsequent Closing Date, if any, the ability of Company agrees to sell to each Purchaser participating in such Subsequent Closing and each such Purchaser agrees to purchase from the Debenture Holders to become Company, a party to this Agreement shall be limited to no more than $1,450,000 aggregate principal amount of debentures of all such Debenture Holders so electing to participate, with the right of 10% original issue discount secured convertible debenture issued by the Company in its sole discretion amount equal to allocate among such portion of the Subsequent Closing Principal Amount as is set forth on such Purchaser’s signature page to this Agreement, (each such 10% original issue discount secured convertible debenture, as may be amended, amended and restated or otherwise modified from time to time, a “Debenture”, and collectively, the “Debenture”). Each Debenture Holders as necessary shall be substantially in order to meet the form of Exhibit A attached hereto with the blanks appropriately filled and all outstanding principal on each Debenture shall mature on the date that is eighteen (18) months from the applicable Closing Date for such limitationDebenture.