OR PRIOR TO THE DATE HEREOF (THE "PRIOR DISCLOSURE") IF THE DISCREPANCY
BETWEEN THE STATE OF AFFAIRS WITH RESPECT TO THE COMPANY OR THE TRANSACTIONS
CONTEMPLATED HEREBY AS REFLECTED IN THE NEWLY DISCOVERED INFORMATION, WHEN
COMPARED TO SUCH STATE OR AFFAIRS AS REFLECTED IN THE PRIOR DISCLOSURE, COULD
REASONABLY BE EXPECTED TO BE OR TO RESULT IN A MATERIAL ADVERSE CHANGE,
(III) THERE HAVING NOT OCCURRED ANY MATERIAL DISRUPTION OR MATERIAL ADVERSE
CHANGE, AS DETERMINED BY LEHMAN BROTHERS IN ITS SOLE DISCRETION, IN THE
FINANCIAL OR CAPITAL MARKETS GENERALLY, OR IN THE MARKETS FOR BANK LOAN
SYNDICATION IN PARTICULAR OR AFFECTING THE SYNDICATION OR FUNDING OF BANK LOANS
(OR THE REFINANCING THEREOF) THAT MAY HAVE A MATERIAL ADVERSE IMPACT ON THE
ABILITY TO SYNDICATE THE CREDIT FACILITIES AND (IV) THE OTHER CONDITIONS SET
FORTH OR REFERRED TO IN THE TERM SHEET AND THE FUNDING CONDITIONS ATTACHED
HERETO AS EXHIBIT B (THE "FUNDING CONDITIONS").
THE DATE ON WHICH THE
DEFINITIVE DOCUMENTATION WITH RESPECT TO THE CREDIT FACILITIES (THE "DEFINITIVE
DOCUMENTATION") SHALL HAVE BEEN EXECUTED AND DELIVERED AND ALL FUNDING
CONDITIONS SHALL HAVE BEEN SATISFIED SHALL BE THE CLOSING DATE (THE "CLOSING
DATE"), WHICH DATE SHALL NOT BE LATER THAN THE
2
COMMITMENT EXPIRATION DATE (DEFINED BELOW).
THE TERMS AND CONDITIONS OF SUCH
COMMITMENTS HEREUNDER AND OF THE CREDIT FACILITIES ARE NOT LIMITED TO THOSE SET
FORTH HEREIN AND IN THE TERM SHEET AND THE FUNDING CONDITIONS; THOSE MATTERS
THAT ARE NOT COVERED BY THE PROVISIONS HEREOF OR OF THE TERM SHEET OR THE
FUNDING CONDITIONS SHALL BE CONSISTENT WITH THE TERM SHEET OR THE FUNDING
CONDITIONS, AS THE CASE MAY BE, CUSTOMARY FOR SIMILAR FINANCINGS AND CONSISTENT
WITH THOSE MATTERS IN THE EXISTING FACILITY (TO THE EXTENT PROVIDED IN THE TERM
SHEET), AND SHALL BE SUBJECT TO THE APPROVAL AND AGREEMENT OF THE APPLICABLE
LENDERS AND THE COMPANY.
2.
FEES AND EXPENSES.
IN CONSIDERATION OF THE
EXECUTION AND DELIVERY OF THIS COMMITMENT LETTER BY LCPI, 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"), AMONG YOU, LCPI AND LEHMAN
BROTHERS.
3.
INDEMNIFICATION.
(A)
THE COMPANY HEREBY AGREES TO INDEMNIFY AND HOLD
HARMLESS EACH OF LCPI, LEHMAN BROTHERS, THE OTHER LENDERS AND EACH OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, TRUSTEES, EMPLOYEES, AFFILIATES,
SHAREHOLDERS, ADVISORS, AGENTS, ATTORNEYS AND CONTROLLING PERSONS (EACH, AN
"INDEMNIFIED PERSON") FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES AND
LIABILITIES TO WHICH ANY SUCH INDEMNIFIED PERSON MAY BECOME SUBJECT ARISING OUT
OF OR IN CONNECTION WITH THIS COMMITMENT LETTER, THE CREDIT FACILITIES, THE USE
OF THE PROCEEDS THEREFROM, THE REFINANCING, ANY OF THE OTHER TRANSACTIONS
CONTEMPLATED BY THIS COMMITMENT LETTER, ANY OTHER TRANSACTION RELATED THERETO OR
ANY CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE
FOREGOING, REGARDLESS OF WHETHER ANY INDEMNIFIED PERSON IS A PARTY THERETO, AND
TO REIMBURSE EACH INDEMNIFIED PERSON UPON DEMAND FOR ALL LEGAL AND OTHER
EXPENSES REASONABLY INCURRED BY IT IN