AS PROVIDED ABOVE, AND UPON SUCH ASSIGNMENT, SUCH LENDER SHALL
BE RELIEVED AND NOVATED HEREUNDER FROM THE OBLIGATIONS OF SUCH LENDER WITH
RESPECT TO ANY PORTION OF ITS COMMITMENT THAT HAS BEEN ASSIGNED AS PROVIDED
ABOVE.
(C)
THIS COMMITMENT LETTER AND THE ATTACHED
EXHIBITS AND SCHEDULES SET FORTH THE ENTIRE UNDERSTANDING OF THE PARTIES HERETO
AS TO THE SCOPE OF THE COMMITMENT AND THE OBLIGATIONS OF THE LENDERS HEREUNDER.
THIS COMMITMENT LETTER SHALL SUPERSEDE ALL PRIOR UNDERSTANDINGS AND PROPOSALS,
WHETHER WRITTEN OR ORAL, BETWEEN ANY OF THE LENDERS AND YOU RELATING TO ANY
FINANCING OR THE TRANSACTIONS CONTEMPLATED HEREBY.
THIS COMMITMENT LETTER SHALL
BE IN ADDITION TO THE AGREEMENTS OF THE PARTIES CONTAINED IN THE FEE LETTER.
(D)
THIS COMMITMENT LETTER HAS BEEN AND IS MADE
SOLELY FOR THE BENEFIT OF THE PARTIES HERETO, THE INDEMNIFIED PERSONS, AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, AND NOTHING IN THIS COMMITMENT LETTER,
EXPRESSED OR IMPLIED, IS INTENDED TO CONFER OR DOES CONFER ON ANY OTHER PERSON
OR ENTITY ANY RIGHTS OR REMEDIES UNDER OR BY REASON OF THIS COMMITMENT LETTER OR
THE AGREEMENTS OF THE PARTIES CONTAINED HEREIN.
(E)
YOU ACKNOWLEDGE THAT THE LENDERS AND LEHMAN
BROTHERS MAY BE (OR MAY BE AFFILIATED WITH) FULL SERVICE FINANCIAL FIRMS AND AS
SUCH FROM TIME TO TIME MAY EFFECT TRANSACTIONS FOR THEIR OWN ACCOUNT OR THE
ACCOUNT OF CUSTOMERS, AND HOLD LONG OR SHORT POSITIONS IN DEBT OR EQUITY
SECURITIES OR LOANS OF COMPANIES THAT MAY BE THE SUBJECT OF THE TRANSACTIONS
CONTEMPLATED BY THIS COMMITMENT LETTER.
YOU HEREBY WAIVE AND RELEASE, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY CLAIMS YOU HAVE WITH RESPECT TO ANY
CONFLICT OF INTEREST ARISING FROM SUCH TRANSACTIONS, ACTIVITIES, INVESTMENTS OR
HOLDINGS, OR ARISING FROM THE FAILURE OF LCPI, LEHMAN BROTHERS OR ONE OR MORE
LENDERS OR ANY OF THEIR RESPECTIVE AFFILIATES TO BRING SUCH TRANSACTIONS,
ACTIVITIES, INVESTMENTS OR HOLDINGS TO YOUR ATTENTION.
(F)
LEHMAN BROTHERS ALSO WILL PROVIDE FINANCIAL
ADVISORY SERVICES TO THE COMPANY WITH RESPECT TO THE TRANSACTION TO WHICH THIS
COMMITMENT LETTER RELATES.
THE COMPANY AGREES THAT LEHMAN BROTHERS HAS THE
RIGHT TO PLACE ADVERTISEMENTS IN FINANCIAL AND OTHER NEWSPAPERS AND JOURNALS AT
ITS OWN EXPENSE DESCRIBING ITS SERVICES TO THE COMPANY, PROVIDED THAT LEHMAN
BROTHERS WILL SUBMIT A
6
COPY OF ANY SUCH ADVERTISEMENTS TO THE COMPANY FOR ITS APPROVAL, WHICH APPROVAL
SHALL NOT BE UNREASONABLY WITHHELD.
(G)
YOU AGREE TO PROVIDE US, PRIOR TO THE CLOSING
DATE, WITH ALL DOCUMENTATION AND OTHER INFORMATION REASONABLY REQUESTED BY
LEHMAN BROTHERS AND LCPI AND REQUIRED BY BANK REGULATORY AUTHORITIES UNDER
APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND REGULATIONS,
INCLUDING, WITHOUT LIMITATION, THE USA PATRIOT ACT.
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If you are in agreement with the foregoing, kindly sign and return to us the
enclosed copy of this Commitment Letter.
Very truly yours,
LEHMAN COMMERCIAL PAPER INC.
By:
/s/ Laurie B. Pepper
Name:
Laurie B. Pepper
Title:
Authorized Signatory
LEHMAN BROTHERS INC.
By:
/s/ Laurie B. Pepper
Name:
Laurie B.