a5747725ex10_1.htm


    Exhibit
10.1

     

    
      
        	
                J.P.
      MORGAN SECURITIES INC.

                JPMORGAN
      CHASE BANK, N.A.

                270
      Park Avenue

                New
      York, New York 10017

                 

              	 	
                UBS
      LOAN FINANCE LLC

                677
      Washington Boulevard

                Stamford,
      Connecticut 06901

                 

                UBS
      SECURITIES LLC

                299
      Park Avenue

                New
      York, New York 10171

              	 	
                CREDIT
      SUISSE, CAYMAN ISLANDS BRANCH

                CREDIT
      SUISSE SECURITIES (USA) LLC

                Eleven
      Madison Avenue

                New
      York, New York 10010

              


      

    

     

    
      June 9,
2008

       

      BE
Aerospace, Inc.

      1400
Corporate Center Way

      Wellington,
FL 33414

       

      Attention:  Mr.
Thomas P. McCaffrey

       

      


       

      $1,550,000,000 Senior
Secured Credit Facilities

      Commitment
Letter

       

      Ladies and
Gentlemen:

       

      You have
advised JPMorgan Chase Bank, N.A. (“JPMCB”), UBS Loan
Finance LLC (“UBS”), Credit Suisse,
Cayman Islands Branch (“CS” and, together
with JPMCB and UBS, each an “Initial Lender” and,
collectively the “Initial Lenders”),
J.P. Morgan Securities Inc. (“JPMorgan”), UBS
Securities LLC (“UBSS”) and Credit
Suisse Securities (USA) LLC (“CSS” and, together
with JPMorgan and UBSS, the “Joint Lead
Arrangers”) (the Initial Lenders and the Joint Lead Arrangers being
collectively referred to herein as the “Commitment Parties”
and each a “Commitment
Party”) that BE Aerospace, Inc., a Delaware corporation (the “Borrower” or “you”), intends to
consummate the Transactions (such term and each other capitalized term used but
not defined herein having the meanings assigned to them in the Term Sheet (as
defined below)).

       

      In
connection with the Transactions, JPMCB is pleased to advise you of its
commitment to provide up to $516,666,666.67 of the Facilities, UBS is pleased to
advise you of its commitment to provide up to $516,666,666.67 of the Facilities
and CS is pleased to advise you of its commitment to provide up to
$516,666,666.66 of the Facilities, each on a several but not joint basis, each
pro rata among the tranches of the Facilities and each upon the terms and
subject to the conditions set forth or referred to in this Commitment Letter and
in the Summary of Principal Terms and Conditions attached hereto as
Exhibit A (the “Term
Sheet”).

       

      You hereby
appoint JPMorgan, UBSS and CSS to act, and JPMorgan, UBSS and CSS each hereby
agree to act as joint lead arrangers and joint bookrunners for the Facilities on
the terms and subject to the conditions set forth or referred to in this
Commitment Letter and in the Term Sheet.  You also hereby appoint
JPMCB to act, and JPMCB hereby agrees to act, as sole and exclusive
administrative and collateral agent for the Facilities on the terms and subject
to the conditions set forth or referred to in this Commitment Letter and in the
Term Sheet.  It is understood and agreed that (a) no additional
agents, co-agents, arrangers, co-arrangers, managers or co-managers will be
appointed and no other titles will be awarded in connection with the Facilities
unless you and we so agree and (b) no compensation (other than as expressly
contemplated by the Term Sheet, the Fee Letter referred to below or the
Administrative Agency Fee Letter referred to below) will be paid in connection
with the Facilities unless you and we so agree (it being understood that
JPMorgan shall appear on the “left” on all materials relating to the
Facilities).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      The Joint
Lead Arrangers reserve the right, prior to or after the execution of definitive
documentation for the Facilities, in consultation with you, to syndicate all or
a portion of their respective commitments hereunder to one or more financial
institutions that will become parties to such definitive documentation pursuant
to syndications to be managed by the Joint Lead Arrangers (the financial
institutions becoming parties to such definitive documentation being
collectively referred to as the “Lenders”); provided that,
notwithstanding each Joint Lead Arranger’s right to syndicate the Facilities and
receive commitments with respect thereto, it is understood that any syndication
of, or receipt of commitments in respect of, all or any portion of any Joint
Lead Arranger’s commitments hereunder prior to the initial funding under the
Facilities shall not be a condition to such Joint Lead Arranger’s commitments
nor reduce such Joint Lead Arranger’s commitments hereunder with respect to any
of the Facilities; provided, however, that the foregoing
proviso shall not constitute a waiver of any other condition set forth in this
Commitment Letter or the Term Sheet which shall impact the ability of the Joint
Lead Arrangers to syndicate the Facilities, including clauses (b), (f) and (g)
of the eleventh paragraph of this letter.  You understand that each of
the Facilities will be separately syndicated.  The Joint Lead
Arrangers may decide to commence syndication efforts promptly, and you agree
actively to assist the Joint Lead Arrangers in completing timely and orderly
syndications satisfactory to the Joint Lead Arrangers.  Such
assistance shall include (a) your using commercially reasonable efforts to
ensure that the syndication efforts benefit materially from the existing lending
and investment banking relationships of the Borrower, (b) direct contact
during the syndication between your senior management, representatives and
advisors, on the one hand, and the proposed Lenders, on the other hand,
(c) your assistance (including the use of commercially reasonable efforts
to cause your affiliates and advisors to assist) in the preparation of materials
to be used in connection with the syndication (collectively with the Term Sheet,
the “Information
Materials”) and (d) the hosting, with the Joint Lead Arrangers, of
one or more meetings of prospective Lenders.  Notwithstanding anything
to the contrary herein, the Borrower shall have no obligation to provide any
information with respect to the Acquired Business other than the information set
forth on Schedule 5.19(c) to the Purchase Agreement.

       

      You will
assist us in preparing Information Materials, including but not limited to a
Confidential Information Memorandum or lender slides, for distribution to
prospective Lenders.  If requested, you also will assist us in
preparing an additional version of the Information Materials (the “Public-Side Version”)
to be used by prospective Lenders’ public-side employees and representatives
(“Public-Siders”) who
do not wish to receive material non-public information (within the meaning of
United States federal securities laws) with respect to the Borrower, its
affiliates and any of their respective securities (“MNPI”) and who may be
engaged in investment and other market related activities with respect to the
Borrower’s or its affiliates’ securities or loans.  Before
distribution of any Information Materials, you agree to execute and deliver to
us (i) a letter in which you authorize distribution of the Information Materials
to a prospective Lender’s employees willing to receive MNPI (“Private-Siders”) and
(ii) a separate letter in which you authorize distribution of the Public-Side
Version to Public-Siders and represent that no MNPI is contained
therein  You also acknowledge that the Joint Lead Arrangers’
Public-Siders consisting of publishing debt analysts may participate in any
meetings or telephone conference calls held pursuant to clause (d) of the
immediately previous paragraph; provided that such analysts
shall not publish any information obtained from such meetings or calls (i) until
the syndication of the Facilities has been completed upon the making of
allocations by the Joint Lead Arrangers and the Joint Lead Arrangers freeing the
Facilities to trade or (ii) in violation of any confidentiality agreement
between you and the Commitment Parties.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    
      The
Borrower agrees that the following documents may be distributed to both
Private-Siders and Public-Siders, unless the Borrower advises the Joint Lead
Arrangers in writing (including by email) within a reasonable time prior to
their intended distribution that such materials should only be distributed to
Private-Siders:  (a) administrative materials prepared by the Joint
Lead Arrangers for prospective Lenders (such as a lender meeting invitation,
bank allocation, if any, and funding and closing memoranda), (b) notification of
changes in the Facilities’ terms and (c) other materials intended for
prospective Lenders after the initial distribution of Information
Materials.  If you advise us that any of the foregoing should be
distributed only to Private-Siders, then Public-Siders will not receive such
materials without further discussions with you.

       

      The
Borrower hereby authorizes the Joint Lead Arrangers to distribute drafts of
definitive documentation with respect to the Facilities to Private-Siders and
Public-Siders.

       

      It is
understood and agreed that the Joint Lead Arrangers will, after consultation
with you, manage all aspects of the syndication, including determination of when
the Joint Lead Arrangers will approach potential Lenders and the time of
acceptance of the Lenders’ commitments, any naming rights and the final
allocations of the commitments among the Lenders.  It is also
understood and agreed that the amount and distribution of fees among the Lenders
will be at the Joint Lead Arrangers’ discretion.  To assist the Joint
Lead Arrangers in their syndication efforts, you agree promptly to prepare and
provide to the Commitment Parties all information with respect to the Borrower
and its subsidiaries, the Acquired Business, the Transactions and the other
transactions contemplated hereby, including a business plan in form and
substance satisfactory to the Joint Lead Arrangers and all other financial
information and projections (the “Projections”), as the
Commitment Parties may reasonably request in connection with the structuring,
arrangement and syndication of the Facilities; provided, that with respect
to information relating to the Acquired Business, your obligation to provide
such information shall be limited to providing the information specified on
Schedule 5.19(c) to the Purchase Agreement.

       

      You hereby
represent and covenant that (a) all information other than the Projections
(the “Information”) that
has been or will be made available to the Commitment Parties by or on behalf of
the Borrower, its subsidiaries, or any of your representatives or affiliates,
including information as it relates to the Acquired Business, is or will be,
when furnished, complete and correct in all material respects and does not or
will not, when furnished, contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements
contained therein not misleading in light of the circumstances under which such
statements are made and (b) the Projections that have been or will be made
available to the Commitment Parties by or on behalf of the Borrower or its
subsidiaries, or any of your representatives or affiliates, have been and will
be prepared in good faith based upon assumptions that are reasonable at the time
made and at the time the related Projections are made available to the
Commitment Parties.  You agree that if at any time from and including
the date hereof until the closing of the Facilities, the condition in the
preceding sentence would not be satisfied if the Information and Projections
were being furnished at such time, then you will promptly supplement the
Information and the Projections so that such condition would be satisfied under
those circumstances.  In arranging the Facilities, including the
syndications of the Facilities, the Commitment Parties will be entitled to use
and rely primarily on the Information and the Projections without responsibility
for independent verification thereof.

       

      As
consideration for the Initial Lenders’ commitments hereunder and the Joint Lead
Arrangers’ agreement to structure, arrange and syndicate the Facilities and to
provide advisory services in connection therewith, you agree to pay to the
Initial Lenders the fees as set forth in the Term Sheet, in the Fee Letter dated
the date hereof and delivered herewith with respect to the Facilities (the
“Fee Letter”)
and in the Administrative Agency Fee Letter dated the date hereof and delivered
herewith with respect to the Facilities (the “Administrative Agency Fee
Letter”).  Once paid, such fees shall not be refundable under
any circumstances.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    
      The
commitments hereunder and the Joint Lead Arrangers’ agreement to perform the
services described herein are subject to (a) each of the Commitment Parties
not having discovered or otherwise becoming aware of information not previously
disclosed to it that is materially and adversely inconsistent with information
previously provided to the Commitment Parties prior to the date hereof (when
taken in conjunction with all other information previously provided to the
Commitment Parties) with respect to each of (x) of the Borrower and its
subsidiaries, taken as a whole, and (y) the Acquired Business, so long as, in
each case, in the Joint Lead Arrangers’ reasonable determination such discovery
or awareness negatively impacts the Joint Lead Arrangers’ ability to syndicate
the Facilities on the terms provided for in the Commitment Letter, the Term
Sheet and the Fee Letter (including the ability to Syndicate the Facilities at
the designated pricing levels and with the other economic and financial terms
set forth herein and therein), (b) there not having occurred (i) any
change, effect or circumstance that, individually or in the aggregate, has had,
or would reasonably be expected to have, a material adverse effect on the
business, assets, liabilities, results of operations or financial condition of
the Business (as defined in the Purchase Agreement); provided, however, that changes,
effects or circumstances, alone or in combination, that arise out of or result
from (w) changes in economic conditions, financial or securities markets in
general, or the industries and markets (including with respect to commodity
prices) in which the Business is operated, provided such change does not
disproportionately effect the Business, (x) the execution and performance of the
Purchase Agreement and the announcement of the Purchase Agreement and the
transactions contemplated thereby (other than as set forth in Section 3.4 or
Section 5.1 of the Purchase Agreement), (y) acts of God, calamities, national or
international political or social conditions, including the engagement by the
United States in hostilities, whether commenced before or after the date hereof,
or the occurrence of any military attack or terrorist act upon the United
States, provided such
act, calamity or condition does not disproportionately effect the Business or
(z) any actions taken, or failures to take action, or such other changes or
events, in each case, to which the Borrower has consented shall not be
considered in determining whether such a material adverse effect has occurred,
or (ii) any material adverse change in or material adverse effect on the ability
of Seller to perform its obligations under the Purchase Agreement or to
consummate the transactions contemplated thereby, (c) the Initial Lenders’
satisfaction that, prior to and during the syndication of the Facilities, there
shall be no competing offering, placement or arrangement of debt securities or
commercial bank or other credit facilities of the Borrower or its subsidiaries
being offered, placed or arranged (other than a notes offering in an amount and
with a structure as you and the Commitment Parties shall agree), (d) the
negotiation, execution and delivery on or before October 31, 2008 of definitive
documentation with respect to the Facilities satisfactory to the Initial Lenders
and their counsel, (e) corporate family/corporate credit ratings shall have
been received, and ratings shall have been assigned to the Facilities, from each
of Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”), and
Moody’s Investors Service Inc. (“Moody’s”) not less
than 15 business days prior to the Closing Date, (f) the Initial Lenders’ having
been afforded no less than 20 consecutive business days after the completion of
the Information Materials to syndicate the Facilities, provided, that such 20
consecutive business days shall not include any period that includes any of the
period from August 16, 2008 through and including September 1, 2008, and
(g) the other conditions set forth in the Term Sheet and the annexes and
schedules thereto.  Those matters that are not covered by or made
clear under the provisions hereof and of the Term Sheet are subject to the
approval and agreement of the Commitment Parties and you.

       

    

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      Notwithstanding
anything in this Commitment Letter, the Term Sheet (including the exhibits and
schedules thereto), the Fee Letter, the definitive documentation for the
Facilities or any other letter agreement or other undertaking concerning the
financing of the Transaction to the contrary, (i) the only representations
relating to the Borrower and/or the Acquired Business, as the case may be, the
accuracy of which shall be a condition to availability of the Facilities on the
Closing Date shall be (A) the representations with respect to the Acquired
Business made by the Seller in the Purchase Agreement (the accuracy of which
will be certified by the Seller on the Closing Date) and (B) the representations
with respect to the Borrower made by the Borrower (I) in the definitive
documentation for the Facilities (other than the material adverse change
representation as set forth in the Term Sheet) and (II) in the Purchase
Agreement, and (ii) the terms of the definitive documentation for the Facilities
shall be in a form such that they do not impair availability of the Facilities
on the Closing Date if the conditions set forth or referred to herein and in the
Term Sheet (including in Schedule I thereto) are satisfied (it being understood
that to the extent (x) any security interest or other lien in collateral
comprised of real estate or (y) an effective account control agreement in the
case of any item of collateral in which perfection of a security interest or
other lien by means of control requires an agreement with a person other than a
Commitment Party or the Borrower or the Acquired Business (such collateral being
herein referred to as “Control Collateral”),
in each case is not provided on the Closing Date after the Borrower’s good faith
use of commercially reasonable efforts to do so, the perfection of the
Collateral Agent's security interest or other Lien in such real estate or
Control Collateral shall not constitute a condition precedent to the
availability of the Facilities on the Closing Date but shall be required as soon
as practicable after the Closing Date pursuant to arrangements and timing
reasonably satisfactory to the Collateral Agent).  Notwithstanding
anything in this Commitment Letter, the Fee Letter, the definitive documentation
for the Facilities or any other letter agreement or other undertaking concerning
the Facilities contemplated herein to the contrary, the only conditions to the
availability of the Facilities on the Closing Date are set forth or referred to
(x) in this and the immediately preceding paragraph, (y) in the Term Sheet
opposite the captions “Conditions to Initial Borrowings” and “Conditions to Each
Borrowing” and (z) in Schedule I to the Term Sheet.

       

      By
executing this Commitment Letter, you agree (a) to indemnify and hold
harmless each of the Commitment Parties, their respective affiliates and their
respective officers, directors, employees, affiliates, agents and controlling
persons from and against any and all losses, claims, damages, liabilities and
expenses, joint or several, to which any such persons may become subject arising
out of or in connection with this Commitment Letter, the Fee Letter, the
Administrative Agency Fee Letter, the Term Sheet, the Transactions and the other
transactions contemplated hereby, the Facilities, the use of the proceeds
thereof or any related transaction or any claim, litigation, investigation or
proceeding relating to any of the foregoing, regardless of whether any of such
indemnified parties is a party thereto, and to reimburse each of such
indemnified parties upon demand for any reasonable legal or other expenses
incurred in connection with investigating or defending any of the foregoing,
provided that the
foregoing indemnity will not, as to any indemnified party, apply to losses,
claims, damages, liabilities or related expenses to the extent they are found in
a final nonappealable judgment of a court to have resulted from the willful
misconduct or gross negligence of such indemnified party, and (b) to
reimburse the Commitment Parties from time to time, for all reasonable
out-of-pocket expenses (including but not limited to expenses of the Commitment
Parties’ due diligence investigation, consultants’ fees, syndication expenses,
travel expenses and reasonable fees, disbursements and other charges of counsel)
incurred in connection with the Facilities and the preparation of this
Commitment Letter, the Term Sheet, the Fee Letter, the Administrative Agency Fee
Letter, the definitive documentation for the Facilities and any security
arrangements in connection therewith or the administration, amendment or waiver
thereof, in each case whether or not the Closing Date occurs or any Bank
Documentation is executed and delivered or any extensions of credit are made
under any portion of the Facilities.  Notwithstanding any other
provision of this Commitment Letter, no indemnified person shall be liable for
any damages arising from the use by others of information or other materials
obtained through electronic, telecommunications or other information
transmission systems or for any special, indirect, consequential or punitive
damages in connection with its activities related to the
Facilities.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    
      You
acknowledge that we and our respective affiliates may be providing debt
financing, equity capital or other services (including financial advisory
services) to other companies in respect of which you may have conflicting
interests regarding the transactions described herein and
otherwise.  None of the Commitment Parties or any of their respective
affiliates will use confidential information obtained from you by virtue of the
transactions contemplated by this Commitment Letter or its other relationships
with you in connection with the performance by the Commitment Parties or any of
their respective affiliates of services for other companies, and none of the
Commitment Parties or any of their respective affiliates will furnish any such
information to other companies.  You also acknowledge that none of the
Commitment Parties or any of their respective affiliates has any obligation to
use in connection with the transactions contemplated by this Commitment Letter,
or to furnish to the Borrower or its respective subsidiaries, confidential
information obtained by the Commitment Parties or any of their respective
affiliates from other companies.

       

      This
Commitment Letter and the commitments hereunder shall not be assignable by you
without the prior written consent of the Commitment Parties, and any purported
assignment without such consent shall be null and void.  This
Commitment Letter may not be amended or any provision hereof waived or modified
except by an instrument in writing signed by each of the Commitment Parties and
you.  This Commitment Letter may be executed in any number of
counterparts, each of which shall be deemed an original and all of which, when
taken together, shall constitute one agreement.  Delivery of an
executed counterpart of a signature page of this Commitment Letter by facsimile
transmission shall be effective as delivery of a manually executed counterpart
of this Commitment Letter.  This Commitment Letter (including the
exhibits hereto), the Fee Letter and the Administrative Agency Fee Letter are
the only agreements that have been entered into among us with respect to the
Facilities and set forth the entire understanding of the parties with respect
thereto.  This Commitment Letter is intended to be solely for the
benefit of the parties hereto and is not intended to confer any benefits upon,
or create any rights in favor of, any person other than the parties
hereto.  This Commitment Letter shall be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to the
conflicts of law principles thereof.  The Commitment Parties may
perform the duties and activities described hereunder through any of their
respective affiliates and the provisions of the second preceding paragraph shall
apply with equal force and effect to any of such affiliates so performing any
such duties or activities.

       

      Each party
hereto irrevocably and unconditionally submits to the exclusive jurisdiction of
any state or Federal court sitting in the City of New York over any suit, action
or proceeding arising out of or relating to the Transactions or the other
transactions contemplated hereby, this Commitment Letter, the Term Sheet, the
Administrative Agency Fee Letter or the Fee Letter or the performance of
services hereunder or thereunder.  You hereby agree that service of
any process, summons, notice or document by registered mail addressed to you
shall be effective service of process for any suit, action or proceeding brought
in any such court.  You will promptly appoint an authorized agent (the
“Authorized
Agent”), upon whom process may be served in any suit, action or
proceeding arising out of or relating to the Transactions, this Commitment
Letter, the Term Sheet, the Administrative Agency Fee Letter or the Fee Letter
or the performance of services hereunder or thereunder which may be instituted
in any such court.  You agree to take any and all action, including
the filing of any and all documents, that may be necessary to establish and
continue such appointment in full force and effect as
aforesaid.  Service of process upon the Authorized Agent shall be
deemed, in every respect, effective service of process upon you.  Each
party hereto irrevocably and unconditionally waives any objection to the laying
of venue of any such suit, action or proceeding brought in any such court and
any claim that any such suit, action or proceeding has been brought in any
inconvenient forum.  Each party hereto agrees that a final judgment in
any such suit, action or proceeding brought in any such court shall be
conclusive and binding upon it and may be enforced in any other courts to whose
jurisdiction it is or may be subject, by suit upon judgment.  You and
the Commitment Parties irrevocably agree to waive trial by jury in any suit,
action, proceeding, claim or counterclaim brought by or on behalf of any party
related to or arising out of the Transactions, this Commitment Letter, the Term
Sheet, the Administrative Agency Fee Letter or the Fee Letter or the performance
of services hereunder or thereunder.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

     

    
      You agree
that you will not disclose, directly or indirectly, this Commitment Letter, the
Term Sheet, the Administrative Agency Fee Letter, the Fee Letter, the contents
of any of the foregoing or the activities of the Commitment Parties pursuant
hereto or thereto to any person without the prior approval of the Commitment
Parties, except that you may disclose (a) this Commitment Letter, the Term
Sheet, the Fee Letter and the contents hereof and thereof (i) to your
officers, employees, attorneys, accountants and advisors directly involved in
the consideration of this matter on a confidential and need-to-know basis and
(ii) as required by applicable law or compulsory legal process (in which case
you agree to inform us promptly thereof) and (b) this Commitment Letter,
the Term Sheet and the contents hereof and thereof (but not the Fee Letter
(other than upon request by the Seller, to the Seller as redacted in a mutually
agreed fashion), the Administrative Agency Fee Letter or the contents thereof)
to the Seller and its officers, directors, employees, attorneys, accountants and
advisors, in each case in connection with the Transactions and on a confidential
and need-to-know basis after this Commitment Letter has been accepted by
you.  Notwithstanding anything herein to the contrary, any party
subject to confidentiality obligations hereunder or under any other related
document (and any employee, representative or other agent of such party) may
disclose to any and all persons, without limitation of any kind, such party's
U.S. federal income tax treatment and the U.S. federal income tax structure of
the transactions contemplated hereby relating to such party and all materials of
any kind (including opinions or other tax analyses) that are provided to it
relating to such tax treatment and tax structure.  However, no such
party shall disclose any information relating to such tax treatment or tax
structure to the extent nondisclosure is reasonably necessary in order to comply
with applicable securities laws.

       

      We hereby
notify you that pursuant to the requirements of the USA Patriot Act, Title III
of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”), we and
the other Lenders may be required to obtain, verify and record information that
identifies the Borrower and the Acquired Business, which information includes
the name, address and tax identification number and other information regarding
them that will allow us or such Lender to identify them in accordance with the
Patriot Act.  This notice is given in accordance with the requirements
of the Patriot Act and is effective as to us and the Lenders.

       

      Please
indicate your acceptance of the terms hereof and of the Fee Letter and the
Administrative Agency Fee Letter by signing in the appropriate space below and
in the Fee Letter and the Administrative Agency Fee Letter and returning to the
Initial Lenders the enclosed duplicate originals (or facsimiles or .pdfs) of
this Commitment Letter, the Administrative Agency Fee Letter and the Fee Letter
not later than 5:00 p.m., New York City time, on June 9,
2008.  The commitments hereunder will expire at such time in the event
that the Initial Lenders have not received such executed duplicate originals (or
facsimiles) in accordance with the immediately preceding sentence.  In
the event that the initial borrowing under the Facilities does not occur on or
before October 31, 2008, then this Commitment Letter and the commitments
hereunder shall automatically terminate unless the Commitment Parties shall, in
their discretion, agree to an extension.  The compensation,
reimbursement, indemnification, jurisdiction and confidentiality provisions
contained herein, in the Administrative Agency Fee Letter and in the Fee Letter
shall remain in full force and effect regardless of whether definitive financing
documentation shall be executed and delivered and notwithstanding the
termination of this Commitment Letter or the commitments hereunder.

       

      [This
space left intentionally blank]

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      We are
pleased to have been given the opportunity to assist you in connection with the
financing for the Transactions.

       

       

      
        
          	 	
                  Very
      truly yours,

                
	 	 
	 	
                  JPMORGAN
      CHASE BANK, N.A.,

                
	 	 
	 	By 	
                  /s/
      Matthew H. Massie

                
	 	
                  Name:
      Matthew H. Massie

                
	 	
                  Title:  Managing
      Director

                
	 	 
	 	
                  J.P.
      MORGAN SECURITIES INC.,

                
	 	 
	 	By 	
                  /s/
      Gerry Murray

                
	 	
                  Name:
      Gerry Murray

                
	 	
                  Title: 
      Managing Director

                
	 	 
	 	
                  CREDIT
      SUISSE, CAYMAN ISLANDS BRANCH,

                
	 	 
	 	By 	
                  /s/
      Karl Studer

                
	 	
                  Name:
      Karl Studer

                
	 	
                  Title: 
      Director

                
	 	 
	 	By 	
                  /s/
      Markus Frenzen

                
	 	
                  Name:
      Markus Frenzen

                
	 	
                  Title: 
      Assistant Vice President

                
	 	 
	 	
                  CREDIT
      SUISSE SECURITIES (USA) LLC,

                
	 	 
	 	By 	
                  /s/
      Christopher G. Cunningham

                
	 	
                  Name:
      Christopher G. Cunningham

                
	 	
                  Title: 
      Managing Director

                


        

         

         

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

         

        
          	 	
                  UBS
      LOAN FINANCE LLC,

                
	 	 
	 	By 	
                  /s/
      James Boland

                
	 	
                  Name:
      James Boland

                
	 	
                  Title:
      Managing Director

                
	 	 
	 	By 	
                  /s/
      Warren Jervey

                
	 	
                  Name:
      Warren Jervey

                
	 	
                  Title:
      Executive Director and Counsel 

                    Region
      Americas Legal

                  

                
	 	 
	 	
                  UBS
      SECURITIES LLC,

                
	 	 
	 	By 	
                  /s/
      James Boland

                
	 	
                  Name:
      James Boland

                
	 	
                  Title:
      Managing Director

                
	 	 
	 	By 	
                  /s/
      Warren Jervey

                
	 	
                  Name:
      Warren Jervey

                
	 	
                  Title:
      Executive Director and Counsel 

                    Region
      Americas Legal

                  

                


        

      

    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      Accepted
and agreed to as of the date
first above written:

       

       

      BE
AEROSPACE, INC.,

       

      By /s/ Thomas P.
McCaffrey______________

      Name:
Thomas P. McCaffrey

      
        Title:   Senior
Vice President and Chief Financial Officer

      

    

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    EXHIBIT
A

     

     

    
      SUMMARY OF PRINCIPAL TERMS
AND CONDITIONS

      $1,550,000,000 Senior
Secured Credit Facilities

       

       

      
        
          	
                  Borrower:

                	
                  BE
      Aerospace, Inc. (“Borrower”).

                
	
                   

                	 
      
	
                  
                    Joint
      Lead Arrangers and Joint
Bookrunners:

                	
                  J.P.
      Morgan Securities Inc. (“JPMorgan”), UBS Securities LLC
      (“UBSS”) and Credit Suisse
      Securities (USA) LLC (“CSS”).

                
	 
      	 
      
	
                  Lenders:

                	
                  A
      syndicate of banks, financial institutions and other entities, including
      JPMorgan Chase Bank, N.A. (“JPMCB”), UBS Loan Finance LLC
      (“UBS”) and Credit Suisse,
      Cayman Islands Branch (“CS”), arranged by the Joint Lead
      Arrangers (collectively, the “Lenders”).

                
	
                   

                	 
      
	
                  
                    Administrative
      Agent,

                    Collateral
      Agent
and
      Issuing Bank:

                	
                  JPMCB
      (the “Administrative
      Agent” and the “Collateral
      Agent”).

                
	 
      	 
      
	
                  Issuing
      Bank:

                	
                  JPMCB
      and any additional financial institution acceptable to the Borrower and
      JPMCB.

                
	 
      	 
      
	
                  Swingline
      Lender:

                	
                  JPMCB.

                
	 	 
	
                  Type
      and Amount of Facilities:

                	
                  Revolving
      Credit Facility

                
	 	 
	 
      	
                  A
      revolving credit facility (the “Revolving Credit Facility”) in
      an aggregate principal amount of $350.0 million.

                
	 	 
	 
      	
                  Term
      Loan Facility

                
	 	 
	 
      	
                  A
      term loan facility (the “Term
      Loan Facility”) in an aggregate principal amount of $1,200.0
      million.

                
	 	 
	 
      	
                  Incremental
      Facilities

                
	 	 
	 
      	
                  The
      Term Loan Facility will permit the Borrower to add one or more incremental
      term loan facilities to the Term Loan Facility (each, an “Incremental Facility”); provided that (i) no Lender will be
      required to participate in any such Incremental Facility, (ii) no event of
      default or default exists or would exist after giving effect thereto,
      (iii) all financial covenants would be satisfied on a pro forma basis on
      the date of incurrence and for the most recent determination period, on a
      pro forma basis the ratio, of (A) consolidated senior secured indebtedness
      as of the end of such period to (B) consolidated EBITDA for such period
      shall not exceed 2.75 to 1.00 (subject to step-downs to be agreed) on such
      date and for such period,

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        2

         

         

        
          	 	(iv)
      the maturity date of any such Incremental Facility shall be no earlier
      than the maturity date of the Term Loan Facility and the amortization
      schedule thereof shall not require cumulative amortization at any time to
      be greater than that applicable to the remaining Term Loan Facility at the
      closing of such Incremental Facility, (v) the interest rates applicable to
      any Incremental Facility shall be determined by the Borrower and the
      lenders thereunder, (vi) any Incremental Facility shall be on terms and
      pursuant to documentation otherwise consistent with the Term Loan Facility
      and (vii) if the initial yield on such Incremental Facility exceeds by
      more than zero basis points the Interest Margin then in effect under the
      Term Loan Facility (the amount of such excess above zero basis points
      being referred to as the “Yield
      Differential”), then the Interest Margins then in effect under the
      Term Loan Facility shall automatically be increased by such Yield
      Differential, effective upon the extension of the loans under the
      Incremental Facility.  For purposes of the foregoing sentence,
      the initial yield on any Incremental Facility shall be determined by the
      Administrative Agent to be equal to the sum of (x) the applicable margin
      for loans under the Incremental Facility that bear interest based on the
      LIBOR rate and (y) if the Incremental Facility is originally advanced at a
      discount or the Lenders making the same receive a fee directly or
      indirectly from any Company for doing so (the amount of such discount or
      fee, expressed as a percentage of the Incremental Facility, being referred
      to herein as “OID”), the
      amount of such OID divided by the lesser of (A) the average life to
      maturity of the Incremental Facility and (B) four). 
	 	 
	 
      	
                  The
      Revolving Credit Facility and the Term Loan Facility are herein referred
      to collectively as the “Facilities”.

                
	 	 
	
                  Acquisition

                	
                  The
      Borrower proposes to acquire (the “Acquisition”) certain assets and
      certain foreign subsidiaries of the consumable solutions division (the
      “Acquired Business”)
      currently owned by Honeywell International, Inc. (the “Seller”).  The
      Acquisition will be effected pursuant to an asset purchase agreement (the
      “Purchase Agreement”)
      among the Borrower and the Seller.

                
	 	 
	
                  Purpose:

                	
                  Proceeds
      of the Term Loan Facilities will be used by the Borrower and its
      subsidiaries: (i) to finance the Acquisition, (ii) to pay fees and
      expenses related to the Acquisition and (iii) to refinance existing debt
      of the Borrower and its subsidiaries (including the extinguishment of all
      remaining amounts owed under the Borrower’s Amended and Restated Credit
      Agreement dated as of August 24, 2006) (collectively, the “Transactions”).  Proceeds
      of the Revolving Credit Facility shall be used to finance working capital
      needs and for general corporate purposes of the Borrower and its
      subsidiaries.

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        3

         

         

        
          	 	 
	
                  Closing
      Date:

                	
                  The
      date of the closing of the Acquisition, but no later than October 31,
      2008.

                
	 	 
	
                  Maturity
      Dates:

                	
                  Term Loan Facility: Six years
      from the Closing Date (the “Term
      Loan Facility Maturity Date”).

                
	 	 
	 
      	
                  Revolving Credit Facility: Five
      years from the Closing Date (the “Revolving Credit Facility Maturity
      Date”).

                
	 	 
	
                  Availability:

                	
                  Term Loan Facility: The Term
      Loan Facility (other than the Incremental Facility) will be available in a
      single drawing on the Closing Date.

                
	 	 
	 
      	
                  Revolving Credit Facility: The
      Revolving Credit Facility will be available on and after the Closing Date
      on a fully revolving basis to but excluding the Revolving Credit Facility
      Maturity Date; provided that (i)
      the Borrower may borrow under the Revolving Credit Facility on the Closing
      Date in order to fund any amount of OID on the Closing Date and (ii) an
      additional portion of the Revolving Credit Facility to be agreed will be
      available on the Closing Date.

                
	 	 
	
                  Letters
      of Credit:

                	
                  Up
      to an amount to be agreed of the Revolving Credit Facility will be
      available for letters of credit, on terms and conditions customary for
      similar credit facilities to be set forth in the Bank
      Documentation.  Each letter of credit shall expire not later
      than the earlier of (i) 12 months after its date of issuance and
      (ii) the fifth day prior to the Maturity Date of the Revolving Credit
      Facility.

                
	 	 
	 
      	
                  Drawings
      under any letter of credit shall be reimbursed by the Borrower on or
      before the next business day.  To the extent that the Borrower
      does not reimburse the Issuing Bank on or before the next business day,
      the Lenders under the Revolving Credit Facility shall be irrevocably
      obligated to reimburse the Issuing Bank pro rata based upon their respective
      Revolving Credit Facility commitments.

                
	 	 
	 
      	
                  The
      issuance of all letters of credit shall be subject to the customary
      procedures of the Issuing Bank.

                
	 	 
	
                  Swingline
      Facility:

                	
                  Up
      to $15.0 million of the Revolving Credit Facility will be available for
      swingline borrowings, on terms and conditions customary for similar credit
      facilities to be set forth in the Bank Documentation.

                
	 	 
	 
      	
                  Except
      for purposes of calculating the commitment fee described below, any
      swingline borrowings will reduce availability under the Revolving Credit
      Facility on a dollar-for-dollar
basis.

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        4

         

         

        
          	 	 
	
                  Amortization:

                	
                  Term Loan Facility: The Term
      Loan Facility will amortize in equal quarterly installments in annual
      amounts equal to 1.0% of the outstanding principal amount of the Term Loan
      Facility, with the balance payable on the Term Loan Facility Maturity
      Date.

                
	 	 
	 
      	
                  Revolving Credit Facility:
      None.

                
	 	 
	
                  Interest:

                	
                  At
      the Borrower’s option, loans will bear interest based on the ABR or LIBOR,
      as described below (except that all swingline borrowings will accrue
      interest based on the ABR):

                
	 	 
	 
      	
                  A.  ABR Option

                
	 	 
	 
      	
                  Interest
      will be at the ABR plus the applicable Interest Margin, calculated on the
      basis of the actual number of days elapsed in a year of 365 days and
      payable quarterly in arrears.  The ABR is defined as the higher
      of the Federal Funds Rate, as published by the Federal Reserve Bank of New
      York, plus 1/2 of 1% and the prime commercial lending rate of
      JPMCB.  With respect to the interest rate per annum applicable
      to advances under the Facilities, ABR shall be subject to a floor of
      4.25%.

                
	 	 
	 
      	
                  ABR
      borrowings (other than swingline borrowings) will be available on
      same-day’s notice (if received prior to 11 A.M.  New York Time)
      and will be in minimum amounts to be agreed upon.

                
	 	 
	 
      	
                  B.  LIBOR Option

                
	 	 
	 
      	
                  Interest
      will be determined for periods to be selected by Borrower (“Interest Periods”) of one, two,
      three or six months (or such shorter or longer period as the Lenders may
      reasonably agree) and will be at an annual rate equal to the London
      Interbank Offered Rate (“LIBOR”) for the corresponding
      deposits of U.S. dollars, plus the applicable Interest
      Margin.  LIBOR will be determined by the Administrative Agent at
      the start of each Interest Period and will be fixed through such
      period.  Interest will be paid at the end of each Interest
      Period or, in the case of Interest Periods longer than three months,
      quarterly, and will be calculated on the basis of the actual number of
      days elapsed in a year of 360 days.  LIBOR will be adjusted for
      maximum statutory reserve requirements (if any). With respect to the
      interest rate per annum applicable to advances under the Facilities, LIBOR
      shall be subject to a floor of 3.25%.

                
	 	 
	 
      	
                  LIBOR
      borrowings will require three business days’ prior notice and will be in
      minimum amounts to be agreed upon.

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        5

         

         

        
          	 	 
	
                  Default
      Interest and Fees:

                	
                  During
      the continuance of an event of default, interest will accrue (i) in the
      case of principal, interest or premium (if any) on any loan at a rate of
      2.0% per annum plus the rate otherwise applicable to such loan and (ii) in
      the case of any other amount, at a rate of 2.0% per annum plus the
      non-default interest rate then applicable to ABR loans under the Revolving
      Credit Facility.  Default interest shall be payable on
      demand.

                
	 	 
	
                  Interest
      Margins:

                	
                  The
      applicable Interest Margin for the Revolving Credit
      Facility  will be 2.25% for ABR loans and 3.25% for LIBOR loans;
      the applicable Interest Margin for the Term Loan Facility will be 2.25%
      for ABR loans and 3.25% for LIBOR loans; provided that after
      the date on which Borrower shall have delivered financial statements for
      the fiscal quarter ending at least three months after the Closing Date,
      the Interest Margin for the Revolving Credit Facility will be determined
      pursuant to a grid to be agreed based on the Borrower’s leverage
      ratio.

                
	 	 
	
                  Commitment
      Fee:

                	
                  A
      Commitment Fee shall accrue on the unused amounts of the commitments under
      the Revolving Credit Facility.  Such Commitment Fee will
      initially be 0.40% per annum; provided
      that after the date on which Borrower shall have delivered
      financial statements for the fiscal quarter ending at least three months
      after the Closing Date, the Commitment Fee will be determined pursuant to
      a grid to be agreed based on the Borrower’s leverage
      ratio.  Accrued Commitment Fees will be payable quarterly in
      arrears (calculated on a 360-day basis) for the account of the Lenders
      from the Closing Date.

                
	 	 
	
                  Letter
      of Credit Fees:

                	
                  The
      Borrower will pay (i) the Issuing Bank a fronting fee equal to 0.125% per
      annum and (ii) the Lenders under the Revolving Credit Facility letter of
      credit participation fees equal to the Interest Margin for LIBOR loans
      under the Revolving Credit Facility, in each case, on the undrawn amount
      of all outstanding letters of credit.  In addition, the Borrower
      will pay the Issuing Bank customary issuance fees.

                
	 	 
	
                  Mandatory
      Prepayments:

                	
                  To
      the extent that any loans are outstanding under the Term Loan Facility,
      the Term Loans shall be prepaid in an amount equal to (a) 100% of the
      net proceeds received from the sale or other disposition of all or any
      part of the assets of Borrower or any of its subsidiaries after the
      Closing Date other than sales of inventory in the ordinary course of
      business and other exceptions to be agreed (including reinvestment of such
      proceeds within 360 days), (b) 100% of the net proceeds received by
      Borrower or any of its subsidiaries from the issuance of debt after the
      Closing Date other than permitted debt and exceptions to be agreed, (c)
      100% of all casualty and condemnation proceeds in excess of amounts
      applied within 360 days to replace or restore any properties in respect of
      which such proceeds are paid to the Borrower and its subsidiaries and (d)
      50% of excess cash flow of the Borrower and its subsidiaries (subject to
      step-downs and to be defined in a manner to be
  agreed).

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        6

         

         

        
          	 	 
	 
      	
                  There
      will be no prepayment penalties (except LIBOR breakage costs) for
      mandatory prepayments.

                
	 	 
	
                  Optional
      Prepayments:

                	
                  Permitted
      in whole or in part, with prior notice but without premium or penalty
      (except LIBOR breakage costs) and including accrued and unpaid interest,
      subject to limitations as to minimum amounts of prepayments; provided that prior to the 1st
      anniversary of the Closing Date, Optional Prepayments of the Term Loan
      Facility will be subject to a premium equal to 1% of the amount prepaid
      (with exceptions to be agreed).

                
	 	 
	
                  Application
      of Prepayments:

                	
                  Optional
      Prepayments of the Term Loan Facility will be applied to the scheduled
      amortization thereof at the discretion of the Borrower.

                
	 	 
	
                  Guarantees:

                	
                  So
      long as (x) all or substantially all of the domestic assets of the
      Borrower and its direct and indirect subsidiaries (including the Acquired
      Business) are retained by the Borrower and (y) no direct or indirect
      subsidiary of the Borrower (other than Advanced Thermal Sciences
      Corporation and Aerospace Lighting Corporation, so long as such
      subsidiaries do not hold in excess of $60.0 million of assets in the
      aggregate (the “Excluded
      Subsidiaries”)) or direct or indirect parent of the Borrower
      acquires domestic assets that, after giving effect to such acquisition and
      together with the domestic assets held by all other subsidiaries, would
      constitute more than 7.5% of the total domestic assets of the Borrower and
      its subsidiaries on a consolidated basis, then guarantees shall not be
      required from any such entity.

                
	 	 
	 
      	
                  If
      any person shall become a domestic subsidiary of the Borrower by virtue of
      an acquisition permitted under the Facilities, then, unless all or
      substantially all of the assets of such person are transferred to the
      Borrower (by merger of such person with and into the Borrower or
      otherwise), within 90 days after the date such person first became a
      domestic subsidiary of the Borrower, the Borrower shall cause such person
      to, and such person shall, guarantee the Facilities on a senior secured
      basis on terms and conditions satisfactory to the Administrative Agent,
      and shall execute and deliver to the Administrative Agent such documents
      as the Administrative Agent reasonably requires evidencing such secured
      guarantee.

                
	 	 
	 
      	
                  The
      Borrower will not permit any subsidiary (subject to exceptions to be
      agreed) to, directly, or indirectly, incur or assume any guarantee of any
      obligation of any other entity, unless contemporaneously therewith
      effective provision is made to guarantee the Facilities equally and
      ratably with (or on a senior basis to, if applicable) such obligation for
      so long as such obligation is so
guaranteed.

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        7

         

         

        
          	 	 
	
                  Security:

                	
                  The
      Facilities and any hedging or treasury management obligations to which a
      Lender or an affiliate of a Lender is a counterparty will be secured by
      perfected first priority pledges of all of the equity interests of each of
      the Borrower’s direct subsidiaries, and perfected first priority security
      interests in and mortgages on all tangible and intangible assets
      (including, without limitation, accounts receivable, inventory, equipment,
      general intangibles, intercompany notes, insurance policies, investment
      property, intellectual property, real property, cash and proceeds of the
      foregoing) of the Borrower, wherever located, now or hereafter owned,
      except, (i) that any pledge or security interest in any voting stock of
      any foreign subsidiary shall be limited to 65% of such voting stock unless
      the pledge of a greater amount shall not result in adverse tax
      consequences to the Borrower, (ii) to the extent such pledge or security
      interest would be prohibited by applicable law or would result in material
      adverse tax consequences to the Borrower, (iii) for certain exceptions to
      be agreed in respect of non-assignable contracts, (iv) where the costs
      associated with the taking of such pledge or security interest are
      excessive in comparison to the benefits afforded to the Lenders thereby,
      as reasonably determined by the Administrative Agent, (v) that mortgages
      on real property shall be required only for real property acquired after
      the Closing Date with a fair market value above $15.0 million, and (vi)
      for such other exceptions as are agreed.

                
	 	 
	
                  Conditions
      to Initial Borrowings:

                	
                  Those
      set forth in the Commitment Letter and in Schedule I to this Summary of
      Principal Terms and Conditions (the “Term Sheet”).

                
	 	 
	
                  Conditions
      to Each Borrowing:

                	
                  Conditions
      precedent to each borrowing or issuance under the Revolving Credit
      Facility or the Term Loan Facility will be those customary for a
      transaction of this type, including (i) absence of any continuing
      default or event of default, (ii) accuracy of all representations and
      warranties (other than the material adverse change representation with
      respect to the initial borrowings) qualified by materiality or similar
      qualifiers and in all material respects of all other representations and
      warranties, and (iii) receipt of a customary borrowing notice or letter of
      credit request, as applicable.

                
	 	 
	
                  Representations
      and Warranties:

                	
                  The
      following representations and warranties will apply to the Borrower and
      its subsidiaries, will be subject to materiality levels and/or exceptions
      to be negotiated and reflected in the satisfactory definitive financing,
      security and guarantee documentation with respect to the Facilities (the
      “Bank
      Documentation”):

                
	 	 
	 
      	
                  Accuracy
      and completeness of financial statements (including pro forma financial
      statements); absence of undisclosed liabilities; no material adverse
      change; corporate existence; compliance with law; corporate power and
      authority; enforceability of the Bank Documentation; no conflict with law
      or contractual obligations; no material litigation; no default; ownership
      of property; liens; intellectual property; no burdensome restrictions;
      taxes; Federal Reserve regulations; ERISA; Investment Company Act;
      subsidiaries; environmental matters; solvency; accuracy and completeness
      of disclosure; Patriot Act and anti-terrorism law compliance; and creation
      and perfection of security
interests.

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        8

         

         

        
          	 	 
	
                  Affirmative
      Covenants:

                	
                  The
      following affirmative covenants will apply to the Borrower and its
      subsidiaries, will be subject to thresholds and/or exceptions to be
      negotiated and reflected in the Bank Documentation:

                
	 	 
	 
      	
                  Delivery
      of certified quarterly and audited annual financial statements, delivery
      of annual budgets; notices of defaults, litigation and other material
      events; payment of other obligations; continuation of business and
      maintenance of existence and material rights and privileges; compliance
      with all applicable laws and regulations (including, without limitation,
      environmental matters, taxation and ERISA) and material contractual
      obligations; maintenance of property and insurance; maintenance of books
      and records; right of the Lenders to inspect property and books and
      records; further assurances (including, without limitation, with respect
      to security interests in after-acquired property); and agreement to
      establish, no later than 6 months after the Closing Date, an interest rate
      protection program and/or have fixed rate financing on 40% of the
      aggregate funded indebtedness of Borrower and its subsidiaries for at
      least three years.

                
	 	 
	
                  Negative
      Covenants:

                	
                  The
      following negative covenants will apply to the Borrower and its
      subsidiaries and will be subject to thresholds and/or exceptions to be
      negotiated and reflected in the Bank Documentation (including unlimited
      permitted acquisitions so long as the pro forma secured leverage ratio is
      below 2.75 to 1.00 for the Borrower and its subsidiaries, and, in the case
      of permitted acquisitions, so long as (x) (i) any assets held by a
      domestic target are transferred to the Borrower within ninety days of such
      acquisition, or (ii) such domestic target becomes a guarantor of the
      Facilities and (y) any assets held by a domestic target are added as
      collateral under the Bank Documentation (subject to any exceptions
      provided therein)):

                
	 	 
	 
      	1. 	
                  Limitation
      on dispositions of assets and changes of business and
      ownership.

                
	 	 
	 
      	2. 	
                  Limitation
      on mergers and acquisitions.

                
	 	 


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        9

         

         

        
          	 
      	3. 	
                  Limitation
      on dividends, stock repurchases and redemptions and other restricted
      payments

                
	 	 
	 
      	4. 	
                  Limitation
      on indebtedness (including guarantees and other contingent obligations)
      and preferred stock and prepayment, amendment and redemption
      thereof.

                
	 	 
	 
      	5. 	
                  Limitation
      on loans and investments (including loans and investments to subsidiaries
      (other than foreign subsidiaries with respect to investments, subject to
      caps to be agreed) which would result in subsidiaries of the Borrower
      (excluding the Excluded Subsidiaries) holding, in the aggregate more than
      7.5% of the total domestic assets of the Borrower and its subsidiaries on
      a consolidated basis).

                
	 	 
	 
      	6. 	
                  Limitations
      on liens and further negative pledges.

                
	 	 
	 
      	7. 	
                  Limitation
      on transactions with affiliates.

                
	 	 
	 
      	8. 	
                  Limitation
      on capital expenditures.

                
	 	 
	 
      	9. 	
                  Limitation
      on dividend and other payment restrictions affecting
      subsidiaries.

                
	 	 
	 
      	10. 	
                  Limitation
      on Guarantees.

                
	 	 
	 
      	11. 	
                  No
      modification or waiver of charter documents in any manner materially
      adverse to the Lenders without the consent of the Requisite
      Lenders.

                
	 	 
	 
      	12. 	
                  No
      change to fiscal year.

                
	 	 
	
                  Financial
      Covenants:

                	
                  The
      following financial covenants will apply to the Borrower and its
      consolidated subsidiaries (with definitions and calculations to be
      mutually agreed and set forth in the Bank Documentation) as
      follows:

                
	 	 
	 
      	1. 	
                  Minimum
      interest coverage ratio:

                


        

         

        
          	 	
                  Fiscal
      quarter ended:

                	
                  Ratio:

                
	 	
                  From
      the Closing Date to December 31, 2009

                	
                  2.25
      to 1.00

                
	 	
                  March
      31, 2010 and thereafter 

                	
                  2.50
      to 1.00

                


        

         

        
          	 	2. 	Maximum
      total leverage ratio:


        

         

        
          	 	
                  Fiscal quarter
      ended: 

                	
                  Ratio

                
	 	
                  From
      the Closing Date to December 31, 2009 

                	
                  4.25
      to 1.00

                
	 	
                  March
      31, 2010 and thereafter 

                	
                  4.00
      to 1.00

                


        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    10

     

     

    
      
        	
                Events
      of Default:

              	
                The
      following events of default will be subject to materiality levels, default
      triggers, cure periods and/or exceptions to be negotiated and reflected in
      the Bank Documentation:  nonpayment, breach of representations
      and covenants, cross-defaults, loss of lien on collateral, invalidity of
      guarantees (if any), bankruptcy and insolvency events, ERISA events,
      judgments and change of control (to be defined).

              
	 	 
	
                Assignments
      and Participations:

              	
                Each
      Lender may assign all or a portion of its loans and commitments under the
      Facilities, provided that each
      such assignment shall be in a minimum amount of not less than (i) $5.0
      million for the Revolving Credit Facility, and (ii) $1.0 million for the
      Term Loan Facility (in both instances except in the case of the assignment
      of a Lender’s entire commitment).  Assignments will require
      payment of an administrative fee of $3,500 (which shall be for the account
      of the applicable assignor or assignee) to the Administrative Agent and
      the consents of the Administrative Agent, the Borrower and with respect to
      an assignment of the Revolving Credit Facility, the Issuing Bank, which
      consents shall not be unreasonably withheld, conditioned or delayed; provided that (i) with respect to the
      Administrative Agent with regard to the Term Loan Facility and with
      respect to the Borrower with regard to the Facilities, no consents shall
      be required for an assignment to an existing Lender or an affiliate of an
      existing Lender or an approved fund and (ii) no consent of the Borrower
      shall be required during the continuance of an event of
      default.  In addition, each Lender may sell participations in
      all or a portion of its loans and commitments under the Facilities; provided that no purchaser of a
      participation shall have the right to exercise or to cause the selling
      Lender to exercise voting rights in respect of the Facilities (except as
      to certain basic issues).

              
	 	 
	
                Expenses
      and Indemnification:

              	
                All
      reasonable out-of-pocket expenses (including but not limited to reasonable
      legal fees and expenses of one counsel to the Lenders and one local
      counsel in each appropriate jurisdiction and expenses incurred in
      connection with due diligence and travel, courier, reproduction, printing
      and delivery expenses) of the Lenders, the Joint Lead Arrangers, the
      Administrative Agent, the Collateral Agent and the Issuing Bank associated
      with the syndication of the Facilities and with the preparation, execution
      and delivery, administration, amendment, waiver or modification (including
      proposed amendments, waivers or modifications) of the documentation
      contemplated hereby are to be paid by the Borrower, subject to receipt of
      supporting documentation in reasonable detail.  In addition, all
      out-of-pocket expenses (including but not limited to reasonable legal fees
      and expenses) of the Lenders and the Administrative Agent for workout
      proceedings, enforcement costs and documentary taxes associated with the
      Facilities are to be paid by the Borrower, subject to receipt of
      supporting documentation in reasonable detail.

              
	 	 


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      11

       

       

      
        	 
      	
                The
      Borrower will indemnify the Lenders, the Joint Lead Arrangers, the
      Administrative Agent, the Collateral Agent and the Issuing Bank and their
      respective affiliates, and hold them harmless from and against all
      reasonable out-of-pocket costs, expenses (including but not limited to
      reasonable legal fees and expenses) and liabilities arising out of or
      relating to the transactions contemplated hereby and any actual or
      proposed use of the proceeds of any loans made under the Facilities; provided, however, that no such person
      will be indemnified for costs, expenses or liabilities to the extent
      determined by a final, nonappealable judgment of a court of competent
      jurisdiction to have been incurred by reason of the gross negligence or
      willful misconduct of such person.

              
	 	 
	
                Yield
      Protection, Taxes and

                Other
      Deductions:

              	
                The
      Bank Documentation will contain yield protection provisions, customary for
      facilities of this nature, protecting the Lenders in the event of
      unavailability of LIBOR, breakage losses, reserve and capital adequacy
      requirements, subject to customary rights of the Borrower to replace
      Lenders requesting increased costs.

              
	 	 
	 
      	
                All
      payments are to be free and clear of any present or future taxes,
      withholdings or other deductions whatsoever (other than income taxes in
      the jurisdiction of the Lender’s applicable lending
      office).  The Lenders will use commercially reasonable efforts
      to minimize to the extent possible any applicable taxes and the Borrower
      will indemnify the Lenders and the Administrative Agent for such taxes
      paid by the Lenders and the Administrative Agent, as the case may
      be.

              
	 	 
	
                Required
      Lenders:

              	
                Lenders
      holding at least a majority of total loans and commitments under the
      Facilities, with certain amendments requiring the consent of each affected
      Lender.

              
	 	 
	
                Governing
      Law and Forum:

              	
                The
      laws of the State of New York.  Each party to the Bank
      Documentation will waive the right to trial by jury and will consent to
      jurisdiction of the state and federal courts located in The City of New
      York.

              
	 	 
	
                Counsel
      to the Initial Lenders,

                the
      Joint Lead Arrangers,

                the
      Administrative Agent,

                the
      Issuing Bank and

                the
      Collateral Agent:

              	
                Fried,
      Frank, Harris, Shriver & Jacobson
LLP.

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
I

     

     

    
      CONDITIONS TO
CLOSING

       

      


      The
commitments of the Initial Lenders under the Commitment Letter with respect to
the Bank Facilities, the agreements of the Initial Lenders and the Joint Lead
Arrangers to perform the services described in the Commitment Letter are subject
to the satisfaction (or waiver) of each of the conditions precedent set forth
below.

      


      1.           The
Initial Lenders shall have reviewed, and be satisfied with, the final structure,
terms and conditions and the documentation relating to the Acquisition,
including the Purchase Agreement (collectively, the “Acquisition
Documents”), and each of the other Transactions (it being understood that
Initial Lenders are satisfied with the June 9, 2008 execution form of the
Acquisition Agreement and the disclosure schedules and exhibits
thereto).  The sources and uses of funds shall be as set forth on
Schedule II to the Term Sheet or as otherwise agreed between the Borrower and
the Lenders. The Acquisition shall be consummated concurrently with the initial
funding of the Facilities substantially in accordance with the Acquisition
Documents without waiver or amendment thereof, in each case that is material and
adverse to the interests of the Lenders, without the consent of the Initial
Lenders.

       

      2.           The
Initial Lenders shall have received (i) audited consolidated balance sheets
and related statements of income, stockholders’ equity and cash flows of each of
Borrower and the Acquired Business for each of the last three fiscal years
ending more than 90 days prior to the Closing Date, (ii) unaudited consolidated
balance sheets and related statements of income, stockholders’ equity and cash
flows of each of the Borrower and the Acquired Business for each fiscal quarter
of the current fiscal year ending more than 45 days prior to the Closing Date
and for the comparable periods of the preceding fiscal year (with respect to
which the independent auditors shall have performed an SAS 100 review); (iii) a
pro forma consolidated balance sheet and related statements of income for the
Borrower for the last fiscal year covered by the audited financial statements
delivered pursuant to clause (i) above and for the latest four-quarter period
ending more than 45 days prior to the Closing Date, in each case after giving
effect to the Transactions; and (iv) forecasts of the financial performance of
the Borrower and its subsidiaries (x) on an annual basis, through 2012 and (y)
on a quarterly basis, through 2008 satisfactory to the Initial
Lenders.  The financial statements referred to in clauses (i), (ii)
and (iii) shall be prepared in accordance with accounting principles generally
accepted in the United States.

       

      3.           The
Lenders shall have received customary opinions, certificates, including a
solvency certificate by the chief financial officer of the Borrower, and closing
documentation as the Initial Lenders shall reasonably request, in form and
substance reasonably satisfactory to the Initial Lenders.

       

      4.           The
Borrower and each of the Guarantors shall have provided the documentation and
other information to the Lenders that is required by regulatory authorities
under applicable “know your customer” and anti-money-laundering rules and
regulations, including, without limitation, the Patriot Act.

       

      5.           All
costs, fees, expenses (including, without limitation, reasonable fees of one
legal counsel to the Initial Lenders and one local counsel in each appropriate
jurisdiction) and other compensation payable to the Lenders, the Joint Lead
Arrangers, the Initial Lenders, the Administrative Agent and the Collateral
Agent, as separately agreed shall have been paid to the extent due.

       

      6.           Subject
to the provisions of the eleventh paragraph of the Commitment Letter, the
Collateral Agent shall have a perfected, first priority lien on and security
interest in the certain assets as required in the Term Sheet under the heading
“Security” (subject to liens permitted under the definitive loan documentation
and as otherwise agreed by the Lead Arrangers).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      SCHEDULE
II

    

     

     

    
      CASH SOURCES AND
USES

       

      
        
          	
                  Sources
      and Uses

                
	
                  Sources

                	
                  Amount

                	 	
                  Uses

                	
                  Amount

                
	
                  Revolving
      Credit Facility

                	
                  $12.0
      million

                	 	
                  Cash
      Equity Purchase Price

                	
                  $800.0
      million

                
	
                  Term
      Loan B

                	
                  $1,000.0
      million

                	 	
                  Refinance
      Existing Debt

                	
                  $150.0
      million

                
	 
      	 
      	 	
                  Fees
      and Expenses

                	
                  $62.0
      million

                
	 
      	 
      	 	 
      	
                   
      

                
	
                  TOTAL
      SOURCES

                	
                  $1,012.0
      million

                	 	
                  TOTAL
      USES

                	
                  $1,012.0
      million