Very truly yours,

,

as Initial Lender

By

Name:

Title:

Very truly yours,

GLEACHER PRODUCTS CORP.,

as Administrative Agent

By:

/s/ Joanna Anderson

Name:  Joanna Anderson

Title:  Authorized Signatory

ACCEPTED AND AGREED

on                     ,         :

LODGENET INTERACTIVE CORPORATION

By:

/s/ James G. Naro

Name:  James G. Naro

Title:  Senior Vice President and General Counsel

Borrower:

LodgeNet Interactive Corporation, a Delaware corporation (the “Borrower”), as a debtor and debtor in possession in a case (the “Borrower’s Case”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) to be filed in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).

Guarantors:

All of the Borrower’s direct and indirect domestic subsidiaries (and not, for the avoidance of doubt, any foreign subsidiaries) (collectively, the “Guarantors”), each of which will be a debtor and a debtor in possession in cases (collectively, the “Guarantors’ Cases” and, together with the Borrower’s Case, the “Cases”) under chapter 11 of the Bankruptcy Code filed contemporaneously and jointly administered with the Borrower’s Case. The Borrower and the Guarantors are referred to herein as “Loan Parties” and each, a “Loan Party”. All obligations of the Borrower under the DIP Facility will be unconditionally guaranteed by the Guarantors.

Lenders:

Certain lenders party to that certain Credit Agreement, dated as of April 4, 2007 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Prepetition Credit Agreement”) or their affiliates that subscribe to a commitment under the DIP Facility (the “Lenders”).(2)

Administrative Agent:

Gleacher Products Corp. (the “Administrative Agent”).

DIP Facility:

A senior secured credit facility of non-amortizing term loans in an aggregate principal amount of up to $30,000,000 (the “DIP Facility”), comprised of (A) a $15,000,000 delayed draw term loan facility (the “Delayed Draw Term Facility”) of which (i) a principal amount of up to $7,500,000 will be available to be drawn at Closing and (ii) an additional principal amount of up to $7,500,000 will be available to be drawn under the Delayed Draw Term Facility on the date of entry of the Final Order and (B) a dollar for dollar roll up of loans of each Lender and/or its affiliates and/or its designees under the Prepetition Credit

Agreement up to the commitment amount of each Lender (the “Roll-Up Loans”). The loans under the Delayed Draw Facility (the “Delayed Draw Term Loans” and together with the Roll-Up Loans, the “DIP Loans”)) may be drawn in minimum amounts of $2,500,000 and in increments of $500,000 in excess thereof and such loans shall be denominated in US Dollars.

DIP Facility Termination Date:

All DIP Loans shall become due and payable on the DIP Facility Termination Date; provided, however, that so long as the Plan Support Agreement has not been terminated, instead of repayment in cash on the DIP Facility Termination Date, the Roll-Up Loans (and all interest accrued thereon during the bankruptcy case) will be deemed to be outstanding under the terms of the exit credit facility on the DIP Facility Termination Date and paid in accordance therewith. The “DIP Facility Termination Date” shall be the earliest of (a) the Scheduled Termination Date, (b) 30 days after the entry of the Interim Order (as defined below) if the Final Order (as defined below) has not been entered prior to the expiration of such 30-day period, (c) the consummation of any Section 363 sale, (d) the substantial consummation (as defined in section 1101 of the Bankruptcy Code and which for purposes hereof shall be no later than the “effective date”) of a plan of reorganization filed in the Cases that is confirmed pursuant to an order entered by the Bankruptcy Court and (e) the acceleration of the loans and the termination of the commitment with respect to the DIP Facility in accordance with the DIP Loan Documents.

“Scheduled Termination Date” means the date that is 180 days after the commencement of the Cases.

Purpose:

In accordance with a budget reasonably acceptable to the Lenders (the “Budget”), proceeds of the Delayed Draw Term Loans will be used for general corporate purposes of the Loan Parties during the Cases (including payment of fees and expenses in connection with the transactions contemplated hereby, adequate protection payments as set forth on Annex I attached hereto (such adequate protection payments, the “Adequate Protection Payments”) and working capital), certain transaction fees, costs and expenses and certain other costs and expenses with respect to the administration of the Cases.

DIP Loan Documents:

The DIP Facility will be documented by a Senior Secured Credit Agreement (the “DIP Credit Agreement”) and other guarantee, security and other relevant documentation

(together with the DIP Credit Agreement, collectively, the “DIP Loan Documents”) reflecting the terms and provisions set forth in this term sheet and otherwise in form and substance reasonably satisfactory to the Lenders.

Interest Rates:

Delayed Draw Term Loans will bear interest at LIBOR plus 7.00% with a LIBOR floor of 1.50%. The Roll-Up Loans will continue to bear interest at the rates provided under the Prepetition Credit Agreement.

Default Interest:

During the continuance of an event of default (as defined in the DIP Loan Documents), Delayed Draw Term Loans will bear interest at an additional 2% per annum.

Optional Prepayments:

The Borrower may, upon at least 3 business days’ notice and (i) at the end of the interest period with respect thereto or (ii) at any other times with the payment of applicable breakage costs, prepay in full or in part, without premium or penalty (other than such breakage costs), the Delayed Draw Term Loans; provided that each such partial prepayment shall be in an aggregate amount of $1,000,000 or multiples of $500,000 in excess thereof (or, if less, the then outstanding principal amount of the Delayed Draw Term Loans).

Mandatory Prepayments:

Mandatory prepayments of the Delayed Draw Term Loans shall be required with net cash proceeds from sales or casualty events of any Collateral (excluding sales of inventory in the ordinary course of business and other exceptions to be agreed) above a threshold to be agreed.

Security and Priority:

All amounts owing by the Borrower under the DIP Facility and the obligations of the Guarantors in respect thereof will be secured, subject to a carve-out to be mutually agreed upon (the “Carve-Out”) for professional fees and expenses for the Loan Parties and an official creditors’ committee (and the expenses of members of the official creditors’ committee) not to exceed $1,000,000 incurred after the occurrence and continuation of a default or event of default under the DIP Facility plus an additional $50,000 to pay the fees and expenses of the United States Trustee by (i) a first priority perfected pledge of (x) all promissory notes owned by the Borrower and the Guarantors and (y) all capital stock owned by the Borrower and the Guarantors (including 100% of the non-voting capital stock of their respective first-tier foreign subsidiaries but no more than 65% of the voting capital stock of (A) their respective first-tier foreign subsidiaries that are classified as controlled foreign corporations under Section 957 of the Internal Revenue Code (“CFC”) and (B) entities that are treated as

partnerships or disregarded entities for United States federal income tax purposes and substantially all of whose assets consist of capital stock of CFCs, which CFC stock shall not be pledged) and (ii) a first priority perfected security interest in all other assets owned by the Borrower and the Guarantors, including, without limitation, accounts, inventory, equipment, investment property, instruments, chattel paper, deposit accounts, owned and leased real estate, contracts, patents, copyrights, trademarks, other general intangibles and proceeds of avoidance actions, in each case, subject to customary exclusions to be agreed and the Carve-Out (all aforementioned collateral, the “Collateral”).

The liens granted under the DIP Facility will prime and be senior to the liens and security interests in the Collateral securing the Prepetition Credit Agreement, and shall be junior only to the Carve Out, valid, perfected, enforceable and unavoidable liens in existence as of Closing, and to valid, enforceable and unavoidable liens in existence as of Closing that are perfected subsequent to Closing as permitted by section 546(b) of the Bankruptcy Code and to other liens and encumbrances permitted by the DIP Loan Documents (which will include, but not be limited to, customary permitted liens, liens securing purchase money financing and capital leases).

In the Cases, the Lenders will be granted in each of the Interim Order and the Final Order a superpriority administrative claim under section 364(c)(1) of the Bankruptcy Code for the payment of the obligations under the DIP Facility with priority above all other administrative claims, subject to the Carve-Out.

Conditions Precedent to the Initial Extension of Credit:

The initial extension of credit (the “Closing”) under the DIP Facility shall be subject to the following conditions (and the conditions set forth under “Conditions Precedent to Each Loan”):

A.

All documentation relating to the DIP Facility shall be in form and substance consistent with this term sheet and reasonably satisfactory to the Administrative Agent and its counsel.

B.

The Cases shall have been commenced by the Borrower and the Guarantors and the same shall each be a debtor and a debtor in possession. All “first day orders” entered at the time of commencement of the Bankruptcy Cases shall be reasonably satisfactory in

form and substance to the Lenders.

C.

The Plan Support and Lockup Agreement dated December 30, 2012 (the “Plan Support Agreement”) shall be in full force and effect as of the Closing and shall not have been amended or modified in any manner that is materially adverse to the Administrative Agent or the Lenders or inconsistent with the DIP Loan Documents without the Administrative Agent’s prior written consent.

D.

The Administrative Agent shall have received a signed copy of an order of the Bankruptcy Court in substantially the form set forth as an exhibit to the DIP Loan Documents (the “Interim Order”), authorizing and approving the making of the DIP Loans and the granting of the superpriority claims and liens and other liens referred to above under the heading “Security and Priority”, which Interim Order shall not have been vacated, reversed, modified, amended or stayed. The Interim Order and the Final Order shall contain provisions authorizing Adequate Protection Payments and granting customary adequate protection claims and liens with respect to the Prepetition Credit Agreement, junior to the claims and liens granted in connection with the DIP Facility as more fully described on Annex I attached hereto and shall otherwise be satisfactory in all respects to the Administrative Agent and its counsel, in their sole discretion.

E.

All reasonable out-of-pocket fees and expenses (including the fees and expenses of outside counsel) required to be paid to the Administrative Agent and the Lenders on or before the Closing (limited, in the case of attorneys’ fees to the reasonable out-of-pocket fees and expenses of one outside counsel to the Agent and the Lenders, taken as a whole) shall have been paid.

F.

The Lenders shall be satisfied in their reasonable judgment that, except as authorized by the Interim Order, there shall not occur as a result of, and after giving effect to, the initial extension of credit under the DIP Facility, a default (or any event which with the giving of notice or lapse of time or both would be a default) under any of the Borrower’s or the Guarantors’ debt instruments and other material agreements which would permit the counterparty thereto to exercise remedies thereunder on a post-petition basis.

G.

The Administrative Agent shall have received reasonably satisfactory opinions of counsel to the Borrower and the Guarantors, addressing such matters as the Lenders shall reasonably request, including, without limitation, the enforceability of all DIP Loan Documents and other customary matters.

H.

The absence of a material adverse change, or any event or occurrence, other than the commencement of the Cases, which could reasonably be expected to result in a material adverse change, in (i) the business, condition (financial or otherwise), operations, performance, properties, contingent liabilities, material agreements or prospects of the Borrower and the Guarantors, taken as a whole, since September 30, 2012, (ii) the ability of the Borrower or the Guarantors to perform their respective material obligations under the DIP Loan Documents or (iii) the ability of the Administrative Agent and the Lenders to enforce the DIP Loan Documents (any of the foregoing being a “Material Adverse Change”).

I.

There shall exist no action, suit, investigation, litigation or proceeding pending or (to the knowledge of the Loan Parties) threatened in any court or before any arbitrator or governmental instrumentality (other than the Cases and any action, suit, investigation or proceeding arising from the commencement and continuation of the Cases or the consequences that would normally result from the commencement and continuation of the Cases) that is not stayed and could reasonably be expected to result in a Material Adverse Change (any such action, suit, investigation, litigation or proceeding, a “Material Litigation”).

J.

All necessary governmental and third party consents and approvals necessary in connection with the DIP Facility and the transactions contemplated thereby shall have been obtained (without the imposition of any materially adverse conditions that are not reasonably acceptable to the Lenders) and shall remain in effect; and no law or regulation shall be applicable in the good faith judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the DIP Facility or the transactions contemplated thereby.

K.

Each Lender who has requested the same shall have received “know your customer” and similar information; provided that such information is

requested at least 3 business days prior to Closing.

L.

The Lenders shall have a valid and perfected first priority lien on and security interest in the Collateral; the Loan Parties shall have delivered uniform commercial code financing statements and shall have executed and delivered intellectual property security agreements, in each case, in suitable form for filing; and provisions reasonably satisfactory to the Lenders for the payment of all fees and taxes for such filings shall have been duly made.

M.

The Administrative Agent shall have received endorsements (to the extent such endorsements can be delivered prior to Closing after the exercise of commercially reasonable efforts) naming the Administrative Agent, on behalf of the Lenders, as an additional insured and loss payee, as applicable, under all insurance policies to be maintained with respect to the Collateral.

Conditions Precedent to Each Loan:

On the funding date of each Delayed Draw Term Loan (i) there shall exist no default under the DIP Loan Documents, (ii) the representations and warranties of the Borrower and each Guarantor therein shall be true and correct in all material respects (or in the case of representations and warranties with a “materiality” qualifier, true and correct in all respects) immediately prior to, and after giving effect to, such funding, (iii) the making of such Delayed Draw Term Loan shall not violate any requirement of law and shall not be enjoined, temporarily, preliminarily or permanently, (iv) no later than 30 days after the entry of the Interim Order, the Bankruptcy Court shall have entered an order in substantially the form of the Interim Order, with only such modifications as are satisfactory in form and substance to the Lenders (the “Final Order”) and (v) the Interim Order or Final Order, as the case may be, shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed in any respect without the consent of the Requisite Lenders.

Representations and Warranties:

The DIP Loan Documents will contain representations and warranties customarily found in loan agreements for similar debtor in possession financings and other representations and warranties deemed by the Lenders appropriate to the specific transaction (which will be applicable to the Borrower, the Guarantors and their respective subsidiaries and subject to certain exceptions and qualifications to be agreed), including, without limitation with respect to: valid

existence, compliance with law, requisite power, due authorization, approvals, no conflict with material agreements (to the extent enforceable post-petition) or applicable law, enforceability of the DIP Loan Documents, ownership of subsidiaries, material accuracy of financial statements and all other information provided, absence of Material Adverse Change, absence of Material Litigation, taxes, margin regulations, no burdensome restrictions, no default under the DIP Loan Documents, inapplicability of Investment Company Act, use of proceeds, insurance, labor matters, ERISA, environmental matters, security interests, existing debt, liens and investments, necessary rights to intellectual property and ownership of properties. The Interim Order and Final Order shall also contain provisions, among other things, (i) acknowledging the validity and enforceability of the Prepetition Credit Agreement, the debt outstanding thereunder and the liens granted in connection therewith, and (ii) waiving Bankruptcy Code sections 506(c) and 552 as such may pertain to the claims and liens of the agent and lenders under the Prepetition Credit Agreement.

Affirmative Covenants:

The DIP Documents will contain affirmative covenants customarily found in loan agreements for similar debtor in possession financings and other affirmative covenants deemed by the Lenders to be appropriate to the specific transaction, subject to, where appropriate, materiality thresholds, carve-outs and exceptions to be agreed (which will be applicable to the Borrower, the Guarantors and their respective subsidiaries) including, without limitation, the following:

A.

Preservation of corporate existence.

B.

Compliance with applicable laws (including ERISA and environmental laws).

C.

Conduct of business.

D.

Payment of taxes.

E.

Maintenance of insurance.

F.

Access to books and records and visitation rights.

G.

Maintenance of books and records.

H.

Maintenance of properties.

I.

Use of proceeds.

J.

Provision of additional collateral, guarantees and mortgages.

K.

Further assurances.

Negative Covenants:

The DIP Loan Documents will contain negative covenants customarily found in loan agreements for similar debtor in possession financings and other negative covenants deemed by the Lenders to be appropriate to the specific transaction and where appropriate, subject to materiality thresholds, carve-outs and exceptions to be agreed (which will be applicable to the Borrower, the Guarantors and their respective subsidiaries), including, without limitation, the following:

A.

Limitations on debt and guarantees.

B.

Limitations on liens.

C.

Limitations on loans and investments.

D.

Limitations on asset dispositions, including, without limitation, the issuance and sale of capital stock of subsidiaries, with an exception for among other things transactions for total consideration of no more than an amount to be mutually agreed upon in the aggregate.

E.

Limitations on dividends, redemptions and repurchases with respect to capital stock.

F.

Limitations on cancellation of debt and on prepayments, redemptions and repurchases of pre-petition debt, except as expressly provided for in the definitive loan documents or pursuant to “first day” or other orders entered by the Bankruptcy Court.

G.

Limitations on mergers, consolidations, acquisitions, joint ventures or creation of subsidiaries.

H.

Limitations on material changes in business.

I.

Limitations on transactions with affiliates.

J.

Limitations on restrictions on distributions from subsidiaries and granting of negative pledges.

K.

Limitations on amendment of constituent documents and material agreements, except for modifications that

could not reasonably be expected to materially and adversely affect the interests of the Lenders.

L.

Limitations on changes in accounting treatment and reporting practices or the fiscal year without the Administrative Agent’s consent.

M.

Limitations on sale/leasebacks and operating leases.

N.

Limitations on speculative transactions except for the sole purpose of hedging in the normal course of business and consistent with industry practices.

O.

Anti-cash hoarding covenant. 

Selected Financial Covenants:

The DIP Loan Documents will contain the following financial covenant (which will be applicable to the Borrower, the Guarantors and their respective subsidiaries):(3)

Budget variance with respect to net cash flow and receipts not exceeding 15%, determined and tested on a rolling four week basis. 

Reporting Requirements:

The DIP Loan Documents will contain reporting requirements customarily found in loan documents for similar debtor in possession financings and other reporting requirements deemed by the Lenders appropriate to the specific transaction, including, without limitation, (i) weekly budget variance report; and (ii) weekly forecasts on a rolling 13-week basis.

Events of Default:

The DIP Loan Documents will contain events of default customarily found in loan agreements for similar debtor in possession financings and other events of default deemed by the Lenders to be appropriate to the specific transaction (which will be applicable to the Borrower, the Guarantors and their respective subsidiaries), including, without limitation, the following, with, where appropriate, customary grace periods and exceptions to be determined:

A.

Failure to pay principal, interest or any other amount when due.

B.

Representations and warranties incorrect in any material respect when given.

C.

Failure to comply with covenants (with grace period as appropriate).

D.

Cross-default to payment defaults, or default or event of default if the effect is to accelerate or permit acceleration in excess of an amount to be mutually agreed upon, and cross-default to any Plan Support Agreement termination.

E.

Failure to satisfy or stay execution of judgments in excess of an amount to be mutually agreed upon.

F.

The occurrence of certain ERISA events that result in liabilities in excess of an amount to be mutually agreed upon.

G.

Actual or asserted (by any Loan Party or any affiliate thereof) invalidity or impairment of any DIP Loan Document (including the failure of any lien to remain perfected).

H.

Change of ownership or control (to be defined).

I.   (a) The entry of an order dismissing any of the Cases or converting any of the Cases to a case under chapter 7 of the Bankruptcy Code,

(b) the entry of an order appointing a chapter 11 trustee in any of the Cases;

(c) the entry of an order staying, reversing, vacating or otherwise modifying, in each case in a manner materially adverse to the Administrative Agent or the Lenders or inconsistent with the DIP Loan Documents, without the prior consent of the Requisite Lenders, the DIP Facility, the Interim Order or the Final Order;

(d) the entry of an order in any of the Cases appointing an examiner having expanded powers (beyond those set forth under sections 1106(a)(3) and (4) of the Bankruptcy Code);

(e) the entry of an order in any of the Cases denying or terminating use of cash collateral by the Loan Parties;

(f) the filing of any pleading by any Loan Party seeking, or otherwise consenting to, any of the matters set forth in clauses (a) through (e) above;

(g) the Bankruptcy Court shall terminate or reduce the period pursuant to Section 1121 of the Bankruptcy Code

during which the Loan Parties have the exclusive right to file a plan of reorganization and solicit acceptances thereof;

(h) the entry of the Final Order shall not have occurred within 30 days after entry of the Interim Order;

(i) the entry of a final non-appealable order in the Cases charging any of the Collateral under section 506(c) of the Bankruptcy Code against the Lenders or the commencement of other actions that is materially adverse to the Administrative Agent, the Lenders or their respective rights and remedies under the DIP Facility in any of the Cases or inconsistent with the DIP Loan Documents;

(j) the entry of an order granting relief from any stay of proceeding (including, without limitation, the automatic stay) so as to allow a third party to proceed against any material assets of the Loan Parties in excess of an amount to be mutually agreed upon in the aggregate;

(k) existence of any claims or charges, other than in respect of the DIP Facility or as otherwise permitted under the DIP Loan Documents, entitled to superpriority under Section 364(c)(1) of the Bankruptcy Code pari passu or senior to the DIP Facility;

(l) the Loan Parties or any of their subsidiaries, or any person claiming by or through the Loan Parties any of their subsidiaries, shall obtain court authorization to commence, or shall commence, join in, assist or otherwise participate as an adverse party in any suit or other proceeding against the Administrative Agent or any of the Lenders relating to the DIP Facility, unless (i) such suit or other proceeding is in connection with the enforcement of the DIP Loan Documents against the Administrative Agent or Lenders or (ii) such suit or other proceeding is stayed pursuant to section 362 of the Bankruptcy Code or an order of the Bankruptcy Court and is released upon the “effective date” of the plan of reorganization, as defined therein, and the order confirming such plan of reorganization provides that any such suit or proceeding shall be dismissed with prejudice;

(m) after the order confirming the a plan of reorganization (the “Confirmation Order”) shall have been entered by the Bankruptcy Court, any Loan Party shall fail to satisfy in full all obligations under the DIP Facility on the effective date of the such plan of reorganization or fail to comply in any material respect with the Confirmation Order, or the

Confirmation Order shall have been revoked, remanded, vacated, reversed, rescinded or modified or amended in any manner that is adverse to the Administrative Agent’s or the Lenders’ interests or inconsistent with the DIP Loan Documents; or

(n) the commencement of any adversary proceeding, contested matter or other action by any Loan Party or any other party either asserting any claims and defenses or otherwise against any of the agent or the lenders under the Prepetition Credit Agreement with respect to the obligations of any Loan Party thereunder or the liens granted to such agent to secure the obligations under the Prepetition Credit Agreement, except as may be permitted under the Interim Order or Final Order.

Expenses and Indemnification:

The Borrower will indemnify the Administrative Agent, the Lenders, their respective affiliates, successors and assigns and the officers, directors, employees, agents, advisors, controlling persons and members of each of the foregoing (each, an “Indemnified Person”) and hold them harmless from and against all costs, expenses (including reasonable and documented fees, disbursements and other charges of outside counsel) and liabilities of such Indemnified Person arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or by the Borrower or any of its affiliates) that relates to the DIP Facility or the transactions contemplated thereby; provided that no Indemnified Person will be indemnified for any cost, expense or liability to the extent determined in the final, non-appealable judgment of a court of competent jurisdiction to have resulted primarily from its gross negligence or willful misconduct.  In addition, (a) all out-of-pocket expenses (including, without limitation, reasonable and documented fees, disbursements and other charges of outside counsel) of the Administrative Agent in connection with the DIP Facility and the transactions contemplated thereby shall be paid by the Borrower from time to time, whether or not the Closing occurs, and (b) all out-of-pocket expenses (including, without limitation, documented fees, disbursements and other charges of outside counsel) of the Administrative Agent and the Lenders, for enforcement costs and documentary taxes associated with the DIP Facility and the transactions contemplated thereby will be paid by the Borrower.

Assignments and Participations:

Assignments are subject to the consent of the Administrative Agent and, unless a Default or Event of Default has occurred and is continuing under the DIP Credit Agreement, the Borrower (which shall not be unreasonably withheld or delayed).  No participation shall include voting rights, other than for matters requiring consent of 100% of the Lenders.

Requisite Lenders:

Lenders holding at least 50.1% of the outstanding commitments and/or exposure under the DIP Facility (the “Requisite Lenders”).

Amendments:

Requisite Lenders, except for provisions customarily requiring approval by affected Lenders.

Miscellaneous:

The DIP Loan Documents will include (i) standard yield protection provisions (including, without limitation, provisions relating to compliance with risk-based capital guidelines, increased costs and payments free and clear of withholding taxes (subject to customary qualifications)), (ii) waivers of consequential damages and jury trial, and (iii) customary agency, set-off and sharing language.

Governing Law and Submission to Non-Exclusive Jurisdiction:

State of New York.

Counsel to Administrative Agent:

Akin Gump Strauss Hauer & Feld LLP.

Prepetition Lenders:

The lenders (the “Prepetition Lenders”) under that Prepetition Credit Agreement, by and among the Borrower, the Prepetition Lenders and Gleacher Products Corp., as administrative agent ( in such capacity, the “Prepetition Agent”) 

Usage of Cash Collateral:

The Prepetition Agent and the Consenting Lenders (as that term is defined in the Plan Support Agreement), will agree to the Loan Parties’ usage of cash, cash equivalents, negotiable instruments, investment property and securities in deposit accounts, wherever located, which collectively constitute the cash collateral (the “Cash Collateral”) of the Prepetition Agent and the Prepetition Lenders (the “Adequate Protection Parties”) subject to (i) the Budget and (ii) the terms and conditions set forth herein and in the Interim Order and the Final Order

Debtors’ Stipulations:

The Loan Parties will make customary stipulations as to the validity of the obligations owed and liens and security interests granted under the Loan Documents (as defined in the Prepetition Credit Agreement) (the “Prepetition Obligations”)

Prepetition Lender Adequate Protection:

The Adequate Protection Parties will receive: (i) subject only to the Carve-Out and the liens securing the obligations under the DIP Facility, valid, enforceable, nonavoidable and fully perfected postpetition security interests in and liens on any and all prepetition and postpetition property, assets and interests in property and assets of the Debtors and all property of the Debtors’ estate (the “Adequate Protection Liens”); (ii) solely to the extent of any diminution in value of their collateral, administrative expense claims under section 507(b) of the Bankruptcy Code (the “Superpriority Claims”); (iii) the current cash payment of fees and expenses of professionals retained by the Prepetition Agent, including such amounts arising before and after the Petition Date and without the necessity of filing motions or fee applications, which professionals shall include (a) Akin Gump Strauss Hauer & Feld LLP as counsel to the Prepetition Agent and (b) CDG Group Inc. as financial advisor to the Prepetition Agent (collectively the “Prepetition Agent Professionals”); (iv) accrual of post-petition interest at the default rate and (v) financial and other reporting requirements customarily found in loan documents for debtor in possession financings

Sections 506(c) and 552:

The Adequate Protection Parties will receive (i) a waiver of any “equities of the case” claims under Section 552(b) of the Bankruptcy Code and (ii) a waiver of the provisions of Section 506(c) of the Bankruptcy Code

Investigation Limitation:

Customary provisions limiting the amount of Cash Collateral that may be utilized by any official creditors’ committee to investigate the liens and claims in respect of the Prepetition Obligations up to $25,000 in the aggregate.  Investigation period to be limited to 60 days from the date of the order approving counsel to an official creditors’ committee or 60 days after entry of the Final Order