EXPECTED TO RESULT IN ANY DELAY OF THE PERFORMANCE OF ITS
OBLIGATIONS UNDER THIS LETTER AGREEMENT.
2.
PHEMUS WILL CAUSE THE OBLIGATIONS OF ETT ACQUISITION UNDER
ARTICLE VI OF THE AGREEMENT (THE "OBLIGATIONS") TO BE TIMELY PERFORMED AND PAID
IN FULL WHEN DUE AND PAYABLE, SUBJECT TO AND IN ACCORDANCE WITH THE TERMS OF
SAID ARTICLE VI.
PHEMUS AGREES THAT ITS OBLIGATIONS HEREUNDER MAY BE ENFORCED
BY LP AGAINST PHEMUS IRRESPECTIVE OF WHETHER LP HAS SOUGHT TO ENFORCE ANY
OBLIGATIONS AGAINST ETT ACQUISITION OR ANY OTHER PERSON.
FOR PURPOSES HEREOF,
PHEMUS AND LP SHALL HAVE THE RIGHTS OF THE "INDEMNIFYING PARTY" AND THE
"INDEMNIFIED PARTY", RESPECTIVELY, AS SET FORTH IN SAID ARTICLE VI.
3.
LP HEREBY ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL EAST
TEXAS TIMBER, PHEMUS, HARVARD MANAGEMENT COMPANY, INC., A MASSACHUSETTS
MEMBERSHIP CORPORATION, THE PRESIDENT AND FELLOWS OF HARVARD COLLEGE, A
MASSACHUSETTS EDUCATIONAL CORPORATION, OR ANY OF THEIR AFFILIATES OR
SUBSIDIARIES (OTHER THAN ETT ACQUISITION AND ANY SUCH ENTITY THAT IS A SUCCESSOR
TO OR ASSIGN OF THE MAKER OF THE NOTE AND HAS OBLIGATIONS UNDER THE NOTE AS A
RESULT THEREOF) HAVE ANY OBLIGATIONS UNDER THE NOTE AND THE LC.
4.
THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAWS PRINCIPLES THAT WOULD GIVE
EFFECT TO THE LAWS OF ANOTHER JURISDICTION.
ANY LEGAL ACTION OR PROCEEDING WITH
RESPECT TO THIS LETTER AGREEMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF
NEW YORK (THE "STATE") IN NEW YORK COUNTY OR IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK, AND EACH OF LP AND PHEMUS CONSENTS, FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, TO JURISDICTION OF THOSE COURTS.
EACH OF
LP AND PHEMUS AGREES TO PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY MEANS PERMITTED BY THE LAW OF THE STATE.
THE
OBLIGATIONS OF PHEMUS HEREUNDER SHALL REMAIN IN EFFECT REGARDLESS OF ANY
AMENDMENT, MODIFICATION OR SUPPLEMENT TO THE AGREEMENT.
THIS LETTER AGREEMENT
CONTAINS THE PARTIES' ENTIRE AGREEMENT WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS, WHETHER WRITTEN OR
ORAL, BETWEEN THE PARTIES WITH RESPECT TO SUCH MATTERS.
NEITHER LP NOR PHEMUS
SHALL ASSIGN THIS LETTER AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD) AND ANY ATTEMPTED
ASSIGNMENT HEREOF WITHOUT PRIOR WRITTEN CONSENT SHALL BE VOID.
THIS LETTER
AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, ALL OF WHICH TAKEN
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
THIS LETTER AGREEMENT
SHALL BE BINDING ON THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
IF ANY TERM OR PROVISION OF THIS LETTER AGREEMENT OR ITS
APPLICATION TO ANY PERSON OR CIRCUMSTANCE SHALL TO ANY EXTENT BE INVALID OR
UNENFORCEABLE, THE REMAINDER OF THIS LETTER AGREEMENT AND THE APPLICATION OF
SUCH TERM OR PROVISION TO SUCH