LETTER ITS SEVERAL COMMITMENT
TO YOU (THE "COMMITMENT"), TO PROVIDE OR CAUSE ONE OR MORE OF ITS AFFILIATES TO
EACH PROVIDE 50% OF THE ENTIRE AMOUNT OF THE CREDIT FACILITY.
(C)
IT IS AGREED THAT LEHMAN BROTHERS AND MLPF&S (EACH AN "ARRANGER"
AND TOGETHER THE "ARRANGERS") WILL ACT AS THE SOLE BOOK-RUNNERS AND SOLE
ARRANGERS FOR THE CREDIT FACILITY, THAT LCPI (OR ITS DESIGNATED AFFILIATE) WILL
ACT AS THE SOLE AND EXCLUSIVE ADMINISTRATIVE AGENT (ACTING IN SUCH ROLE, THE
"ADMINISTRATIVE AGENT") FOR THE CREDIT FACILITY, AND MLCC WILL ACT AS THE SOLE
AND EXCLUSIVE SYNDICATION AGENT (ACTING IN SUCH ROLE, THE "SYNDICATION AGENT")
FOR THE CREDIT FACILITY.
EACH OF THE ARRANGERS, THE ADMINISTRATIVE AGENT, AND
THE SYNDICATION AGENT WILL HAVE THE RIGHTS AND AUTHORITY CUSTOMARILY GIVEN TO
FINANCIAL INSTITUTIONS IN SUCH ROLES, BUT WILL HAVE NO DUTIES OTHER THAN THOSE
EXPRESSLY SET FORTH HEREIN.
YOU AGREE THAT NO OTHER AGENTS, CO-AGENTS,
ARRANGERS OR BOOK-RUNNERS WILL BE APPOINTED, NO OTHER TITLES WILL BE AWARDED,
AND NO COMPENSATION (OTHER THAN THAT EXPRESSLY CONTEMPLATED BY THE TERM SHEET OR
THE FEE LETTER REFERRED TO BELOW) WILL BE PAID, IN CONNECTION WITH THE CREDIT
FACILITY UNLESS YOU AND WE SO AGREE.
(D)
THE COMMITMENTS AND AGREEMENTS OF EACH OF THE LEHMAN LENDERS, MLCC
AND THE ARRANGERS DESCRIBED HEREIN ARE SUBJECT TO (I) THERE NOT HAVING OCCURRED
ANY EVENT, DEVELOPMENT OR CIRCUMSTANCE SINCE JANUARY 28, 2007 THAT HAS CAUSED OR
WOULD REASONABLY BE EXPECTED TO CAUSE A MATERIAL ADVERSE CONDITION OR MATERIAL
ADVERSE CHANGE IN OR AFFECTING (A) THE FINANCIAL CONDITION, OPERATIONS, BUSINESS
OR PROPERTIES OF THE COMPANY AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, EXCEPT AS
PREVIOUSLY DISCLOSED IN THE COMPANY'S PUBLIC FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION OR (B) THE VALIDITY OR ENFORCEABILITY OF ANY OF THE CREDIT
DOCUMENTATION (AS DEFINED IN THE TERM SHEET) OR THE RIGHTS AND REMEDIES OF THE
ADMINISTRATIVE AGENT AND THE LENDERS THEREUNDER, (II) ANY INFORMATION OR OTHER
MATTER DISCLOSED TO THE ARRANGERS PRIOR TO THE DATE HEREOF IN CONNECTION WITH
THE TRANSACTIONS NOT PROVING TO HAVE BEEN FALSE OR MISLEADING IN ANY MATERIAL
RESPECT AT THE TIME SUCH INFORMATION OR OTHER MATTER WAS DISCLOSED TO THE
ARRANGERS, (III) THERE NOT HAVING OCCURRED A MATERIAL DISRUPTION OR MATERIAL
ADVERSE CHANGE IN THE FINANCIAL, BANKING (INCLUDING THE BANK LOAN SYNDICATION
MARKET) OR CAPITAL MARKETS THAT IS REASONABLY EXPECTED TO MATERIALLY IMPAIR THE
SYNDICATION OF THE CREDIT FACILITY OR THE SALE OR PLACEMENT OF INVESTMENT GRADE,
SENIOR UNSECURED CORPORATE DEBT SECURITIES AND (IV) THE OTHER CONDITIONS SET
FORTH BELOW OR REFERRED TO IN THE FUNDING CONDITIONS ATTACHED HERETO AS EXHIBIT
B.
2.
FEES AND EXPENSES.
IN CONSIDERATION OF THE EXECUTION AND
DELIVERY OF THIS COMMITMENT LETTER BY EACH OF THE LEHMAN LENDERS AND MLCC AS A
LENDER, YOU AGREE TO PAY THE FEES AND EXPENSES SET FORTH IN ANNEX A-I TO THE
TERM SHEET AND IN THE FEE LETTER DATED THE DATE HEREOF (THE "FEE LETTER") AS AND
WHEN PAYABLE IN ACCORDANCE WITH THE TERMS THEREOF.
3.
INDEMNIFICATION.
(A)