of February 27, 2007, between LBSF and Borrower and
(iii) the Guarantee, dated as of March 15, 20002, issued by Lehman Brothers
Holdings Inc. in favor of Borrower.
8.
Return of Payments.
(a)
In the event that, after the First Amendment Effective Date, the
Existing Agent receives any principal, interest or other amount owing to any
Lender or the Successor Agent under the Credit Agreement or any other Loan
Document, the Existing Agent agrees that such payment shall be held in trust for
the Successor Agent, and the Existing Agent shall return such payment to the
Successor Agent for payment to the Person entitled thereto.
(b)
In the event that, after the First Amendment Effective Date, the
Successor Agent receives any principal, interest or other amount owing to
Existing Agent under the Credit Agreement or any other Loan Document, the
Successor Agent agrees that such payment shall be held in trust for the Existing
Agent, and the Successor Agent shall return such payment to the Existing Agent.
9.
Successors and Assigns.
This Amendment shall inure to the
benefit of and be binding upon the successors and permitted assigns of each of
the parties hereto.
10.
Limitation.
Each Loan Party and each Lender hereby agrees that
this Amendment (i) does not impose on the Existing Agent affirmative obligations
or indemnities not already existing as of the date of its petition commencing
its proceeding under chapter 11 of the Bankruptcy Code, and that could give rise
to administrative expense claims, and (ii) is not
inconsistent with the terms
of the Credit Agreement.
11.
Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall be one and the same instrument.
12.
Headings.
The paragraph headings used in this Amendment are for
convenience only and shall not affect the interpretation of any of the
provisions hereof.
13.
Reference to and Effect on Credit Agreement.
(A)
UPON AND AFTER THE EFFECTIVENESS OF THIS AMENDMENT, EACH REFERENCE
IN THE CREDIT AGREEMENT TO "THIS AGREEMENT", "HEREUNDER", "HEREOF" OR WORDS OF
LIKE IMPORT REFERRING TO THE CREDIT AGREEMENT, AND EACH REFERENCE IN THE OTHER
LOAN DOCUMENTS TO "THE CREDIT AGREEMENT",
15
"THEREUNDER", "THEREOF" OR WORDS OF LIKE IMPORT REFERRING TO THE CREDIT
AGREEMENT, SHALL MEAN AND BE A REFERENCE TO THE CREDIT AGREEMENT AS MODIFIED
HEREBY.
THIS AMENDMENT IS A LOAN DOCUMENT.
(B)
EXCEPT AS SPECIFICALLY MODIFIED ABOVE, THE CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS ARE AND SHALL CONTINUE TO BE IN FULL FORCE AND EFFECT
AND ARE HEREBY IN ALL RESPECTS RATIFIED AND CONFIRMED.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE SECURITY DOCUMENTS AND ALL OF THE COLLATERAL
DESCRIBED THEREIN DO AND SHALL CONTINUE TO SECURE THE PAYMENT OF ALL OBLIGATIONS
UNDER AND AS DEFINED THEREIN, IN EACH CASE AS MODIFIED HEREBY.
(C)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT SHALL
NOT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, OPERATE AS A WAIVER OF ANY RIGHT,
POWER