Common use of The Commitments Clause in Contracts

The Commitments. (a) On and subject to the terms and conditions hereof, including entry of the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”.

The Commitments. (a) On the terms and subject to the terms and applicable conditions hereofhereinafter set forth, including entry including, without limitation, Article III: (a) each Revolving Lender severally agrees to make loans to the Borrower (each, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the end of the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercisePeriod, in accordance with each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such ▇▇▇▇▇▇’s Revolving Commitment and (ii) as to all Lenders, the Rights Offering Procedures and the Plan; provided that any Defaulting Total Revolving Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder.at such time; (b) On each Term Lender severally agrees to make term loans to the Borrower (each, a “Term Loan”) from time to time on any Business Day during the period from the Closing Date until the Term Commitment Termination Date (if applicable), in each case in an aggregate initial principal amount for all such made (and to be made) Term Loans up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time; (c) within such limits and subject to the other terms and conditions hereofof this Agreement, including entry the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, once repaid, may not be reborrowed; and (d) within such limits and subject to the other terms and conditions of this Agreement, the Borrower shall be permitted to borrow Term Loans in advance of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, settlement of the purchase of one or more additional Collateral Loans or distributions to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties)Parent. The obligations proceeds of the Commitment Parties to purchase any such Unsubscribed Units as described in this Section 2.2(b) Term Loan borrowings shall be referred retained in the Collection Account as Principal Proceeds pending such purchase or distribution and will not be applied to as the “Rights Offering Backstop Commitment”any other purpose.

The Commitments. (a) On the basis of the representations and warranties contained herein, but subject to the terms and conditions hereofset forth in Section 11, including entry each of the BCA Approval Order, each Commitment Party agreesParties, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise agrees to: (or cause certain i) in the case of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offeringeach Backstop Party, and duly purchase all Rights Offering Units issuable to it pursuant to such exercisesubscribe for, in accordance with Section 1(d), and purchase, in accordance with Section 1(g), the Rights Offering Procedures Securities and Backstop Securities allocated to such Backstop Party (the Plan“Backstop Commitments”); provided that any Defaulting Commitment Party shall be liable to and (ii) in the case of each Senior Commitment Party that is not a Defaulting Management Commitment Party, purchase, in accordance with Section 2(c), at the aggregate purchase price therefor, the Management Commitment Securities allocated to such Management Commitment Party (the “Management Commitments”, and together with the CompanyBackstop Commitments, as a result of any breach of its obligations hereunderthe “Commitments”). (b) Each Backstop Party’s Backstop Commitment Percentage and Backstop Cap are set forth on Schedule 2 opposite such Backstop Party’s name. (c) No later than five (5) Business Days following the Subscription Instruction Deadline, the Company hereby agrees and undertakes to deliver to each Management Commitment Party by email delivery a written notice (the “Management Funding Notice”) of (i) the aggregate principal amount of Management Commitment Securities to be issued and sold by the Issuer to such Management Commitment Party, as set forth on Schedule 1 opposite such Management Commitment Party’s name), and the aggregate purchase price therefor (such Management Commitment Party’s “Management Funding Amount”); (ii) wire instructions for a segregated bank account of the Subscription Agent designated by the Subscription Agent (the “Subscription Agent Account”) in the Management Funding Notice to which such Management Commitment Party shall deliver an amount equal to its Management Funding Amount; and (iii) the estimated deadline for delivery of the Management Funding Amount, which shall be no earlier than five (5) Business Days prior to, and no later than, three (3) Business Days before the expected Plan Effective Date (the “Management Funding Deadline”). The Company shall cause an additional notice of the Management Funding Deadline to be provided after the Confirmation Order has been entered by the Bankruptcy Court; provided that the Management Funding Deadline shall be a minimum of five (5) Business Days after date of such notice. Each Management Commitment Party shall deliver and pay its applicable Management Funding Amount by wire transfer in immediately available funds in U.S. dollars into the Subscription Agent Account. If this Agreement is terminated pursuant to Section 14 after such delivery, such funds shall be released, without any interest accrued thereon, promptly following such termination. (d) On the basis of the representations and subject warranties herein contained, as consideration for the Commitments, and the other undertakings of the Commitment Parties herein, the Company will cause the Issuer to pay, on the Plan Effective Date, to (i) the Backstop Parties, in the aggregate, the Backstop Commitment Premium and (ii) the Management Commitment Parties, the Management Commitment Premium; which shall be deemed fully earned by the Backstop Parties or the Management Commitment Parties, as applicable, upon execution of this Agreement. The Backstop Commitment Premium shall be payable (i) in $9,440,000 principal amount of Convertible Bonds issued at par and 708,000 shares of Special Voting Stock, in the case of such payment on the Plan Effective Date, or (ii) in cash, in the case of an earlier termination of this Agreement under the circumstances provided in Section 14(e), and allocated pro rata based on such Backstop Party’s Backstop Commitment Percentage. The Management Commitment Premium shall be payable (i) in $144,000 principal amount of Convertible Bonds issued at par and 10,800 shares of Special Voting Stock, in the case of such payment on the Plan Effective Date, or (ii) in cash, in the case of an earlier termination of this Agreement under the circumstances provided in Section 14(e), and allocated as set forth on Schedule 1. (e) Subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company which order shall sell to such Commitment Party (or such managed funds or accountsapprove this Section 2(e), on the Closing Date for the applicable aggregate Per Unit Purchase PricePlan Effective Date, the number Company or the Issuer, as applicable, will reimburse or pay, as the case may be, the reasonable and documented out-of-pocket expenses incurred by the Backstop Parties, whether prior to or after the date hereof (the “Transaction Expenses”), and including, but not limited to, all reasonable and documented out-of-pocket fees and expenses of Unsubscribed Units equal ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇ ▇▇▇▇”), ▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc., as counsel, local counsel, and financial advisor, respectively, to the Backstop Parties, in connection with the transactions and agreements contemplated hereby, in each case in accordance with the terms of their applicable engagement letters and/or fee letters with the Company. (xf) such Commitment Party’s Commitment Percentage multiplied by (y) On the aggregate number of Unsubscribed UnitsPlan Effective Date, rounded among the Commitment Parties solely will purchase, and the Issuer will sell, only such amount of Rights Offering Securities and Unsubscribed Securities or Management Commitment Securities, as applicable, as is listed in the Funding Notice or Management Funding Notice, without prejudice to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce rights of the aggregate commitment of such Commitment Parties). The obligations of Issuer or the Commitment Parties to purchase seek later an upward or downward adjustment if the amount of Rights Offering Securities and Unsubscribed Securities or Management Commitment Securities in such Funding Notice or Management Funding Notice is inaccurate or there is a Defaulting Commitment Party. (g) Delivery of the Rights Offering Securities and Unsubscribed Units as described in this Section 2.2(b) Securities will be made by the Issuer to the respective Backstop Parties on the Plan Effective Date upon the receipt by the Subscription Agent of the Funding Amount of each Backstop Party, upon which time such funds shall be referred delivered to as the “Rights Offering Issuer by wire transfer of immediately available funds to the account specified by the Issuer to the Commitment Parties at least twenty four (24) hours in advance. (h) Delivery of the Management Commitment Securities will be made by the Issuer to the respective Management Commitment Parties on the Plan Effective Date upon the release of the Management Funding Amount of each Management Commitment Party by the Subscription Agent, upon which time such funds shall be delivered to the Issuer by wire transfer of immediately available funds to the account specified by the Issuer to the Commitment Parties at least twenty four (24) hours in advance (i) Delivery of the Convertible Bonds and Special Voting Stock in satisfaction of (i) the Backstop Commitment”Commitment Premium will be made by the Issuer to the respective Backstop Parties; and (ii) the Management Commitment Premium will be made by the Issuer to the respective Management Commitment Parties, in each case on the Plan Effective Date.

The Commitments. (a) On and subject to the terms and conditions hereof, including entry of the BCA EBA Approval Order, each Commitment Equity Backstop Party agrees, severally (in accordance with its Commitment Equity Backstop Percentage) and not jointly, to fully exercise (or cause certain any of its and its affiliates’ managed funds and/or accounts Related Purchasers to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accountsRelated Purchaser) pursuant to the Rights OfferingOfferings, and duly purchase all Rights Offering Units Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and Procedures, the Plan, the Plan Support Agreement, and this Agreement; provided that any Defaulting Commitment Equity Backstop Party shall be liable to each Senior Commitment Equity Backstop Party that is not a Defaulting Commitment Party, and the Company, Equity Backstop Party as a result of any breach of its obligations hereunder; provided further that no Equity Backstop Party shall be liable for the failure to exercise any of its Subscription Rights to the extent it is a result of a breach by the Company of the Rights Offering Procedures. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Equity Backstop Party agreeshereby grants to the Company an option (collectively, severally the “Put Option”) to require such Equity Backstop Party to purchase (or cause any of its Related Purchasers to purchase) on a pro rata basis (in accordance with its Commitment Equity Backstop Percentage) Unsubscribed Shares on the Closing Date subject to the terms and conditions of this Agreement. Upon the exercise of the Put Option (which, for the avoidance of doubt, may only be exercised by the Company with respect to all Equity Backstop Parties), each Equity Backstop Party agrees, severally and not jointlyjointly (in accordance with its Equity Backstop Percentage), to purchase (or cause certain any of its and its affiliates’ managed funds and/or accounts Related Purchasers to purchase), and the Company shall agrees to sell to such Commitment Equity Backstop Party (or such managed funds or accountsRelated Purchaser), on the Closing Date Date, for the applicable aggregate Per Unit Share Purchase Price, the number of Unsubscribed Units Shares equal to (x) such Commitment Equity Backstop Party’s Commitment Equity Backstop Percentage multiplied by (y) the aggregate number of Unsubscribed UnitsShares, rounded among the Commitment Equity Backstop Parties solely to avoid fractional units shares as the Requisite Commitment Equity Backstop Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Equity Backstop Parties). The obligations of the Commitment Equity Backstop Parties to purchase such Unsubscribed Units Shares as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”.” The Company shall exercise the Put Option by delivery to each Equity Backstop Party of a written put election notice.

The Commitments. (a) On You have requested that each of (i) the ▇▇▇▇▇▇ Lenders and (ii) MLCC, severally and not jointly, (collectively with each other entity that becomes a lender under the Credit Facility, the “Lenders”) commit to provide 50% each of the entire amount of the Credit Facility upon the terms and subject to the terms conditions set forth or referred to in this Commitment Letter and conditions hereof, including entry in the Summary of Terms of Credit Facility attached hereto as Exhibit A (the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder“Term Sheet”). (b) On Based on the foregoing, each of (i) the ▇▇▇▇▇▇ Lenders and subject (ii) MLCC is pleased to confirm by this Commitment Letter its several commitment to you (the terms and conditions hereof“Commitment”), including entry to provide or cause one or more of its affiliates to each provide 50% of the Confirmation Orderentire amount of the Credit Facility. (c) It is agreed that ▇▇▇▇▇▇ 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, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase that LCPI (or cause certain 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 its and its affiliates’ managed funds and/or accounts to purchase)the Arrangers, the Administrative Agent, and the Company shall sell Syndication Agent will have the rights and authority customarily given to financial institutions in such Commitment Party 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 such managed funds or accounts)the Fee Letter referred to below) will be paid, on in connection with the Closing Date for Credit Facility unless you and we so agree. (d) The commitments and agreements of each of the applicable aggregate Per Unit Purchase Price▇▇▇▇▇▇ Lenders, MLCC and the number of Unsubscribed Units equal Arrangers described herein are subject to (xi) such Commitment Party’s Commitment Percentage multiplied by 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 (yA) the aggregate number of Unsubscribed Unitsfinancial condition, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations operations, business or properties of the Commitment Parties 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 purchase 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 Unsubscribed Units as described information or other matter was disclosed to the Arrangers, (iii) there not having occurred a material disruption or material adverse change in this Section 2.2(bthe financial, banking (including the bank loan syndication market) shall be 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 the “Rights Offering Backstop Commitment”.Exhibit B.

The Commitments. (a) On You have requested (i) that the Agent, BofA and BSCL (collectively with each other financial institution that becomes a lender under the Credit Facilities, the "Senior Lenders") commit to provide the entire amount of the Credit Facilities upon the terms and subject to the conditions set forth or referred to in this Commitment Letter, in the Summary of Terms of Credit Facilities attached hereto as Exhibit A (the "Term Sheet") and in the closing conditions attached hereto as Exhibits B-1 (the "Closing Conditions") and the funding conditions attached hereto as Exhibit B-2 (the "Funding Conditions"). (b) Based on the foregoing, and subject to the terms and conditions hereof, including entry (i) the Agent is pleased to confirm by this Commitment Letter its commitment to you to provide or cause one of its affiliates to provide one-third of the BCA Approval Orderamount of the Credit Facilities, each (ii) BofA is pleased to confirm by this Commitment Party agrees, severally (in accordance with Letter its Commitment Percentage) and not jointly, commitment to fully exercise (you to provide or cause certain one of its affiliates to provide one-third of the amount of the Credit Facilities and (iii) BSCL is pleased to confirm by this Commitment Letter its affiliates’ managed funds and/or accounts commitment to fully exercise) all Subscription Rights that are issued you to it (provide or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach cause one of its obligations hereunder. (b) On and subject affiliates to the terms and conditions hereof, including entry provide one-third of the Confirmation Order, each Commitment Party agrees, severally amount of the Credit Facilities (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations the Agent, BofA and BSCL for the entire amount of the Commitment Parties Credit Facilities, the "Commitment"). (c) Notwithstanding anything to purchase such Unsubscribed Units as described the contrary in this Section 2.2(bCommitment Letter, the Engagement Letter or otherwise, in the event that (a) DBSI and the Agent (but not BofA Securities, BofA, BSCL or Bear) Terminate this Commitment Letter, this Commitment Letter shall be referred terminated only as to DBSI and the Agent, and shall remain in full force and effect as between you and BofA Securities, BofA, BSCL and Bear, (b) BofA Securities and BofA (but not DBSI, the “Rights Offering Backstop Commitment”Agent, BSCL or Bear) Terminate their obligations under this Commitment Letter, this Commitment Letter shall be terminated only as to BofA Securities and BofA, and shall remain in full force and effect as between you and DBSI, the Agent, BSCL and Bear or (c) BSCL and Bear (but not DBSI, the Agent, BofA Securities or BofA) Terminate their obligations under this Commitment Letter, this Commitment Letter shall be terminated only as to BSCL and Bear, and shall remain in full force and effect as between you and DBSI, the Agent, BofA Securities and BofA. For purposes of this Commitment Letter, "Terminate"means, with respect to any Person, that such Person asserts in writing that it is unwilling or unable to provide, or otherwise terminates in writing, its Commitment prior to the execution of definitive documentation for the Credit Facilities. "Terminates" and "Termination" shall have the correlative meanings.

The Commitments. (a) On You have requested (i) that LCPI (collectively with each other financial institution that becomes a lender under the Credit Facilities, "SENIOR LENDERS") commit to provide the entire amount of the Credit Facilities upon the terms and subject to the conditions set forth or referred to in this Commitment Letter and in the Summary of Terms of Credit Facilities attached hereto as Exhibit A (the "CREDIT FACILITIES TERM SHEET") and (ii) that LCPI, (collectively with each other investor that becomes a lender under the Interim Loans (as defined below), the "Interim LENDERS"; the Interim Lenders and the Senior Lenders being referred to herein collectively as the "LENDERS" commit to provide the Company $115.0 million in senior subordinated interim loans (the "INTERIM LOANS"), upon the terms and conditions hereof, including entry of the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant subject to the Rights Offering, conditions set forth or referred to in this Commitment Letter and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and Summary of Terms of Interim Loans attached hereto as Exhibit B (the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder"INTERIM LOANS TERM SHEET"). (b) On Based on the foregoing, LCP1 is pleased to confirm by this Commitment Letter its commitment to you (the "SENIOR LOAN COMMITMENT") to provide or cause one of its affiliates to provide the entire amount of the Credit Facilities. (c) Based on the foregoing, LCPI is pleased to confirm by this Commitment Letter its commitment to you (the "INTERIM LOAN COMMITMENT"), to provide or cause one of its affiliates to provide the entire amount of the Interim Loans, You further agree that if LCPI determines in its sole discretion that it would be advisable to structure the Interim Loans as securities to facilitate syndication of the Interim Loan Commitments or for any other reason, that the documentation contemplated by this Commitment Letter will be appropriately modified to provide for an issuance of senior subordinated interim notes having terms as nearly identical as practicable to those of the Interim Loans. (d) Pursuant to an Engagement Letter, dated as of April 30, 1999 (the "ENGAGEMENT LETTER"); among you and Lehman Brothers, as further consideration for the Interim Loan ▇▇▇▇▇tments, you have engaged Lehman Brothers to act as your exclusive underwriter, exclusive in▇▇▇▇▇ purchaser and/or exclusive placement agent in connection with the sale of the Permanent Securities (as defined in the Engagement Letter) and in connection with certain other matters. (e) It is agreed that Lehman Brothers will act as the sole and exclusive advisor, book▇▇▇▇▇▇r and lead arranger for the Credit Facilities and the Interim Loans and that LCPI will act as the sole and exclusive Administrative Agent for the Credit Facilities and the Interim Loans. Each of Lehman Brothers and LCPI will perform the duties and exercise ▇▇▇ authority customarily performed and exercised by it in its respective role. You agree that no other agents, co-agents, arrangers or bookmanager will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Credit Facilities Term Sheet or the Fee Letters referred to below) will be paid in connection with the Credit Facilities or the Interim Loans unless you and we shall so agree. (f) The commitments and agreements of the Lenders described herein are subject to the terms negotiation, execution and delivery on or before November 30, 1999 of definitive documentation with respect to the Credit Facilities and the Interim Loans, satisfactory to the Lenders and their respective counsel and to the other conditions hereofset forth or referred to in the Credit Facilities Term Sheet, including entry the Interim Loan Term Sheet and the Funding Conditions attached hereto as Exhibit C. Those matters that are not covered by the provisions hereof or of the Confirmation OrderCredit Facilities Term Sheet or the Interim Loan Term Sheet are subject to the approval and agreement of the applicable Lenders, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), the Sponsor and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Company.

The Commitments. (a) On You have requested that JPMCB, LCPI, SunTrust, CIBC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Wachovia (collectively, the “Commitment Parties” and collectively with each other financial institution that becomes a lender under the Credit Facilities, the “Senior Lenders”) commit to provide the entire amount of the Credit Facilities upon the terms and subject to the terms and conditions hereofset forth or referred to in this Commitment Letter, including entry in the Summary of Terms of Credit Facilities attached hereto as Exhibit A (the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage“Term Sheet”) and not jointly, to fully exercise in the Funding Conditions attached hereto as Exhibit B (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder“Funding Conditions”). (b) On and subject Based on the foregoing, (i) JPMCB is pleased to confirm by this Commitment Letter its commitment to you (the terms and conditions hereof“JPMCB Commitment”), including entry to provide or cause one of its affiliates to provide 25.0% of the Confirmation Orderentire amount of the Credit Facilities (allocated pro rata among the Credit Facilities, each (ii) LCPI is pleased to confirm by this Commitment Party agreesLetter its commitment to you (the “LCPI Commitment”), severally to provide or cause one of its affiliates to provide 25.0% of the entire amount of the Credit Facilities (in accordance with allocated pro rata among the Credit Facilities), (iii) SunTrust is pleased to confirm by this Commitment Letter its commitment to you (the “SunTrust Commitment”), to provide or cause one of its affiliates to provide 15.7% of the entire amount of the Credit Facilities (allocated pro rata among the Credit Facilities), (iv) CIBC is pleased to confirm by this Commitment PercentageLetter its commitment to you (the “CIBC Commitment”), to provide or cause one of its affiliates to provide 15.7% of the entire amount of the Credit Facilities (allocated pro rata among the Credit Facilities), (v) ▇▇▇▇▇▇▇ ▇▇▇▇▇ is pleased to confirm by this Commitment Letter its commitment to you (the “▇▇▇▇▇▇▇ ▇▇▇▇▇ Commitment”), to provide or cause one of its affiliates to provide 11.1% of the entire amount of the Credit Facilities (allocated pro rata among the Credit Facilties) and not jointly, (vi) Wachovia is pleased to purchase confirm by this Commitment Letter its commitment to you (the “Wachovia Commitment”) to provide or cause certain one of its and its affiliates’ managed funds and/or accounts affiliates to purchase)provide 7.5% of the entire amount of the Credit Facilities (allocated pro rata among the Credit Facilities) (the LCPI Commitment, the JPMCB Commitment, the SunTrust Commitment, the CIBC Commitment, the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commitment and the Company shall sell Wachovia Commitment are referred to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units collectively herein as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties“Commitments”). The obligations Commitments of JPMCB, LCPI, SunTrust, CIBC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Wachovia hereunder are several and not joint. (c) It is agreed that the Joint Lead Arrangers will act as exclusive joint lead book-runners and exclusive joint lead arrangers for the Credit Facilities, that SunTrust will act as the Administrative Agent for the Credit Facilities, JPMorgan and ▇▇▇▇▇▇ Brothers will act as Co-Syndication Agents for the Credit Facilities and CIBC World Markets, MLPFS and Wachovia Securities will act as Co-Documentation Agents for the Credit Facilities and that JPMorgan will be “on the left” and SunTrust Capital Markets will be “on the right,” in each case, of all other agents, co-agents, co-arrangers and co-book-runners in all syndication materials and other documentation with respect to the Credit Facilities. Each of the Commitment Parties and the Joint Lead Arrangers will perform the duties and exercise the authority customarily performed and exercised by it in its respective role. 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 purchase below) will be paid in connection with the Credit Facilities unless you and the Joint Lead Arrangers shall so agree. (d) The commitments and agreements of the Commitment Parties and the Joint Lead Arrangers described herein are subject to (i) there not occurring or becoming known to us any event, development or circumstance since December 31, 2004 that has caused or could reasonably be expected to cause any material adverse condition or material adverse change in or affecting the business, operations, property or financial condition of the Company and its subsidiaries, taken as a whole, or the Acquired Business and its subsidiaries, taken as a whole (ii) our not becoming aware after the date hereof of any information or other matter affecting the Company, the Acquired Business or the transactions contemplated hereby that in our judgment is inconsistent in a material and adverse manner with any such Unsubscribed Units as described information or other matter disclosed to us prior to the date hereof (including information disclosed in this Section 2.2(bfilings with the Securities and Exchange Commission (the “SEC”) prior to the date hereof), (iii) there not having occurred a material disruption of or material adverse change in financial, banking or capital market conditions that would materially impair the syndication of the Credit Facilities, (iv) our satisfaction that prior to and during the syndication of the Credit Facilities there shall be no competing offering, placement or arrangement of any debt securities or bank financing by or on behalf of the Company or the Acquired Business or any affiliate thereof, (v) the negotiation, execution and delivery on or before the Closing Date (as defined on Exhibit B) of definitive documentation with respect to the Credit Facilities reasonably satisfactory to the Joint Lead Arrangers, their counsel and the other Commitment Parties, (vi) there being a period of at least 10 business days between the commencement of the syndication process and the occurrence of the Closing Date, (vii) your compliance with your covenants and agreements contained herein and the correctness of your representations and warranties contained herein, (viii) your having engaged underwriters reasonably satisfactory to the Joint Lead Arrangers (the “Underwriters”) for the capital markets transactions that will be entered into in connection with the proposed Acquisition pursuant to an Engagement Letter in form and substance reasonably satisfactory to the Joint Lead Arrangers (the “Engagement Letter”) and (ix) the other conditions set forth or referred to as in the “Rights Offering Backstop Commitment”Term Sheet. Those matters that are not covered by the provisions hereof and of the Term Sheet are subject to the approval and agreement of the Commitment Parties and the Company.

The Commitments. (a) On You have requested (i) that LCPI (collectively with each other financial institution that becomes a lender under the Credit Facilities, "SENIOR LENDERS") commit to provide the entire amount of the Credit Facilities upon the terms and subject to the conditions set forth or referred to in this Commitment Letter and in the Summary of Terms of Credit Facilities attached hereto as Exhibit A (the "CREDIT FACILITIES TERM SHEET") and (ii) that LCPI (collectively with each other investor that becomes a lender under the Interim Loans (as defined below), the "INTERIM LENDERS;" the Interim Lenders and the Senior Lenders being referred to herein collectively as the "LENDERS") commit to provide the Company $135.0 million in interim loans (the "INTERIM LOANS"), upon the terms and conditions hereof, including entry of the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant subject to the Rights Offering, conditions set forth or referred to in this Commitment Letter and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and Summary of Terms of Interim Loans attached hereto as Exhibit B (the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder"INTERIM LOANS TERM SHEET"). (b) On Based on the foregoing, LCPI is pleased to confirm by this Commitment Letter its commitment to you (the "SENIOR LOAN COMMITMENT") to provide or cause one of its affiliates to provide the entire amount of the Credit Facilities. (c) Based on the foregoing, LCPI is pleased to confirm by this Commitment Letter its commitment to you (the "INTERIM LOAN COMMITMENT"), to provide or cause one of its affiliates to provide the entire amount of the Interim Loans. You further agree that if LCPI determines in its sole discretion that it would be advisable to structure the Interim Loans as securities to facilitate syndication of the Interim Loan Commitments or for any other reason, that the documentation contemplated by this Commitment Letter will be appropriately modified to provide for an issuance of interim notes having terms as nearly identical as practicable to those of the Interim Loans. (d) Pursuant to an Engagement Letter, dated as of October 17, 1999 (the "ENGAGEMENT LETTER"), among you and ▇▇▇▇▇▇ Brothers, as further consideration for the Interim Loan Commitments, you have engaged ▇▇▇▇▇▇ Brothers to act as your exclusive underwriter, exclusive initial purchaser and/or exclusive placement agent in connection with the sale of the Permanent Securities (as defined in the Engagement Letter) and in connection with certain other matters. (e) It is agreed that ▇▇▇▇▇▇ Brothers will act as the sole and exclusive advisor, bookmanager and lead arranger for the Credit Facilities and the Interim Loans and that LCPI will act as the sole and exclusive Administrative Agent for the Credit Facilities and the Interim Loans. Each of ▇▇▇▇▇▇ Brothers and LCPI will perform the duties and exercise the authority customarily performed and exercised by it in its respective role. You agree that no other agents, co-agents, arrangers or bookmanager will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by Bruckmann, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Co. OSI Acquisition Inc. 3p. the Credit Facilities Term Sheet or the Fee Letters referred to below) will be paid in connection with the Credit Facilities or the Interim Loans unless you and we shall so agree. (f) The commitments and agreements of the Lenders described herein are subject to the terms negotiation, execution and delivery on or before November 30, 1999 of definitive documentation with respect to the Credit Facilities and the Interim Loans, satisfactory to the Lenders and their respective counsel and to the other conditions hereofset forth or referred to in the Credit Facilities Term Sheet, including entry the Interim Loan Term Sheet and the Funding Conditions attached hereto as Exhibit C. Those matters that are not covered by the provisions hereof or of the Confirmation OrderCredit Facilities Term Sheet or the Interim Loan Term Sheet are subject to the approval and agreement of the applicable Lenders, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), the Sponsor and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Company.

The Commitments. (a) On You have requested that the Commitment Parties (collectively with each other financial institution that becomes a lender under the Credit Facilities, the “Lenders”) commit to provide the entire amount of the Credit Facilities upon the terms and subject to the terms and conditions hereof, including entry of the BCA Approval Order, each set forth or referred to in this Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exerciseLetter, in accordance with the Rights Offering Procedures Summary of Terms and Conditions attached hereto as Exhibit A (the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder“Term Sheet”). (b) On and Based on the foregoing, the Commitment Parties are pleased to confirm by this Commitment Letter its commitment to you (the “Commitment”), to provide or cause one of its affiliates to provide the entire amount of each of the Credit Facilities. The commitment of CIBC is subject to the terms hereof and conditions hereofin the Fee Letter (as defined below). (c) It is agreed (i) that CIBC WM will act as the exclusive advisor, including entry Sole Bookrunner, co-lead arranger and Syndication Agent for the Credit Facilities and, in its roles as such, CIBC WM shall appear on the left and/or on the top of all marketing and documentation materials and (ii) that CIBC, acting through its New York agency, will act as the Confirmation Ordersole and exclusive Administrative Agent for the Credit Facilities. You agree that no other agents, each Commitment Party agreesco-agents, severally (arrangers or book runners will be appointed, no other titles will be awarded and, except as set forth below, no compensation will be paid in accordance connection with its Commitment Percentage) the Credit Facilities unless you and not jointlywe shall so agree. Notwithstanding anything contained in the preceding sentence or the Fee Letter, the Borrower shall have the right at any time prior to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for to name up to four additional agents reasonably satisfactory to CIBC under the applicable aggregate Per Unit Purchase PriceCredit Facilities, and pay compensation (which shall proportionately reduce the number of Unsubscribed Units equal underwriting fees payable to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely as set forth in the Fee Letter) to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (such additional agents; provided that CIBC and CIBC WM shall not have their economic interests in no event shall such rounding reduce connection with the Transactions reduced below 30% in the aggregate commitment of such Commitment Parties)without their written consent. The obligations Each of the Commitment Parties and the Borrower hereby acknowledge and agree that, upon notice to purchase CIBC (and subject in all respects to the approval of CIBC’s internal committees), the Borrower may determine to restructure a portion of the Credit Facilities to the extent set forth immediately below Section 4 of the Fee Letter. In such Unsubscribed Units circumstance, the parties hereto shall negotiate in good faith appropriate agreements (in form and substance satisfactory to each) with respect to such restructured Credit Facility, provided however in any event that CIBC and CIBC WM shall be entitled to receive at a minimum the fees and expenses in connection with such Alternative Financing equivalent to the amounts set forth herein and in the Fee Letter. (d) The commitments and agreements of the Commitment Parties described herein are subject to the conditions set forth in the Term Sheet and (i) there not occurring or becoming known to us (a) any event, development or circumstance since September 30, 2005, which CIBC reasonably determines has had or could reasonably be expected to have a material adverse effect on the assets, liabilities, business, financial condition, or results of operations of the Borrower and its subsidiaries (including the Acquired Business), taken as a whole, but excluding any such event, change, development or occurrence resulting from or arising out of: (A) changes in the financial markets generally in the United States or that are the result of acts of war or terrorism; (B) general national, international or regional economic, financial, political or business conditions (including changes in law or GAAP or the interpretation thereof) affecting generally the generic pharmaceutical industry or the pharmaceutical industry, which do not have a materially disproportionate effect (relative to other industry participants) on the Borrower and its subsidiaries (including the Acquired Business), taken as a whole, (C) the execution, announcement and performance of the merger agreement, or (b) that any information submitted to CIBC by or on behalf of the Borrower or the Acquired Business or any of their respective affiliates is inaccurate, incomplete or misleading in any material adverse respect, (ii) there being a period of at least 30 days between the commencement of the syndication process, including the receipt of updated ratings and delivery of Confidential Information Memoranda, and the occurrence of the Closing Date (as defined in the Term Sheet), (iii) your compliance with your covenants and agreements contained herein in all material respects, and in the Fee Letter and the correctness of your representations and warranties contained herein in all material respects, (iv) there not being any material pending or threatened litigation or other proceedings (private or governmental) with respect to the financing transactions contemplated hereby, (v) the transactions contemplated hereby (including borrowings under the Credit Facilities) being in compliance in all material respects with all applicable legal requirements, including without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System, (vi) the structure, terms and conditions of the Transactions having not changed from those described herein and in the Term Sheet in any respect materially adverse to CIBC or the Lenders except as contemplated hereby and by the Fee Letter, and (vii) the other conditions set forth or referred to in Exhibit A to this Commitment Letter. The commitments of CIBC with respect to each of the Credit Facilities and CIBC WM’s agreement to perform the services described in this Commitment Letter may be terminated if any of the conditions listed in this Section 2.2(b1(d) shall be referred are not satisfied. Those matters that are not covered by the provisions hereof and of the Term Sheet are subject to as the “Rights Offering Backstop Commitment”approval and agreement of the Lead Arranger and the Borrower.

The Commitments. (a) On You have requested that the Commitment Parties (collectively with each other financial institution that becomes a lender under the Credit Facilities, the “Lenders”) commit to provide the entire amount of the Credit Facilities upon the terms and subject to the terms and conditions hereof, including entry of the BCA Approval Order, each set forth or referred to in this Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exerciseLetter, in accordance with the Rights Offering Procedures Summary of Terms and Conditions attached hereto as Exhibit A (the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder“Term Sheet”). (b) On Based on the foregoing, the Commitment Parties are pleased to confirm by this Commitment Letter their commitment to you (i) in the case of CIBC, 70% of the Credit Facilities and (ii) in the case of WBNA, 30% of the Credit Facilities (the “Commitment”). The commitment of the Commitment Parties is subject to the terms hereof and in the Fee Letter (as defined below). (c) It is agreed (i) that CIBC WM and Wachovia will act as the exclusive advisors, Joint Bookrunners and Co-Lead Arrangers for the Credit Facilities and, in its roles as such, CIBC WM shall appear on the left and/or on the top of all marketing and documentation materials, (ii) that CIBC, acting through its New York agency, will act as the sole and exclusive Administrative Agent for the Credit Facilities and (iii) that Wachovia will act as Syndication Agent for the Credit Facilities. You agree that no other agents, co-agents, arrangers or book runners will be appointed, no other titles will be awarded and, except as set forth below, no compensation will be paid in connection with the Credit Facilities unless you and we shall so agree. Notwithstanding anything contained in the preceding sentence or the Fee Letter (as defined below), the Borrower has named ▇▇▇▇▇ Fargo Bank, National Association, Union Bank of California, N.A. and Sumitomo Mitsui Banking Corp. as Co-Documentation Agents for the Credit Facilities, each of which (A) are satisfactory to the Commitment Parties and (B) will individually commit 13.33% of the Credit Facilities. Neither CIBC or WBNA shall have their economic interests in connection with the Transactions reduced below 30% in the aggregate without their written consent. (d) The commitments and agreements of the Commitment Parties described herein are subject to the conditions hereofset forth in the Term Sheet and (i) there not occurring or becoming known to us (a) any event, development or circumstance since December 31, 2005, which the Commitment Parties reasonably determine has had or could reasonably be expected to have a material adverse effect on the assets, liabilities, business, financial condition, or results of operations of the Borrower and its subsidiaries (including the Acquired Business), taken as a whole, but excluding any such event, change, development or occurrence resulting from or arising out of: (A) changes in the financial markets generally in the United States or that are the result of acts of war or terrorism; (B) general national, international or regional economic, financial, political or business conditions (including changes in law or GAAP or the interpretation thereof) affecting generally the generic pharmaceutical industry or the pharmaceutical industry, which do not have a materially disproportionate effect (relative to other industry participants) on the Borrower and its subsidiaries (including the Acquired Business), taken as a whole, (C) the execution, announcement and performance of the merger agreement, or (b) that any information submitted to the Commitment Parties by or on behalf of the Borrower or the Acquired Business or any of their respective affiliates is inaccurate, incomplete or misleading in any material adverse respect, (ii) there being a period of at least 30 days between the commencement of the syndication process, including entry the delivery of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase)Confidential Information Memoranda, and the Company shall sell to such Commitment Party occurrence of the Closing Date (or such managed funds or accountsas defined in the Term Sheet), (iii) the receipt of updated ratings at least 15 days prior to the Closing Date, (iv) your compliance with your covenants and agreements contained herein in all material respects, and in the Fee Letter and the correctness of your representations and warranties contained herein in all material respects, (v) there not being any material pending or threatened litigation or other proceedings (private or governmental) with respect to the financing transactions contemplated hereby, (vi) the transactions contemplated hereby (including borrowings under the Credit Facilities) being in compliance in all material respects with all applicable legal requirements, including without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System, (vii) the structure, terms and conditions of the Transactions having not changed from those described herein and in the Term Sheet in any respect materially adverse to the Commitment Parties or the Lenders except as contemplated hereby and by the Fee Letter, (viii) payment of all of the fees and expenses required to be paid to the Commitment Parties on the Closing Date for in connection with the applicable aggregate Per Unit Purchase PriceTransactions, the number of Unsubscribed Units equal to and (x) such Commitment Party’s Commitment Percentage multiplied by (yvii) the aggregate number of Unsubscribed Units, rounded among the other conditions set forth or referred to in Exhibit A to this Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties)Letter. The obligations commitments of the Commitment Parties with respect to purchase such Unsubscribed Units as each of the Credit Facilities and the Commitment Parties’ agreement to perform the services described in this Commitment Letter may be terminated if any of the conditions listed in this Section 2.2(b1(d) shall be referred are not satisfied. Those matters that are not covered by the provisions hereof and of the Term Sheet are subject to as the “Rights Offering Backstop Commitment”approval and agreement of the Co-Lead Arrangers and the Borrower.

The Commitments. (a) On You have requested (i) that LCPI (collectively with each other financial institution that becomes a lender under the Credit Facilities, "SENIOR LENDERS") commit to provide the entire amount of the Credit Facilities upon the terms and subject to the conditions set forth or referred to in this Commitment Letter and in the Summary of Terms of Credit Facilities attached hereto as Exhibit A (the "CREDIT FACILITIES TERM SHEET") and (ii) that LCPI, (collectively with each other investor that becomes a lender under the Interim Loans (as defined below), the "Interim LENDERS"; the Interim Lenders and the Senior Lenders being referred to herein collectively as the "LENDERS" commit to provide the Company $115.0 million in senior subordinated interim loans (the "INTERIM LOANS"), upon the terms and conditions hereof, including entry of the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant subject to the Rights Offering, conditions set forth or referred to in this Commitment Letter and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and Summary of Terms of Interim Loans attached hereto as Exhibit B (the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder"INTERIM LOANS TERM SHEET"). (b) On Based on the foregoing, LCP1 is pleased to confirm by this Commitment Letter its commitment to you (the "SENIOR LOAN COMMITMENT") to provide or cause one of its affiliates to provide the entire amount of the Credit Facilities. (c) Based on the foregoing, LCPI is pleased to confirm by this Commitment Letter its commitment to you (the "INTERIM LOAN COMMITMENT"), to provide or cause one of its affiliates to provide the entire amount of the Interim Loans, You further agree that if LCPI determines in its sole discretion that it would be advisable to structure the Interim Loans as securities to facilitate syndication of the Interim Loan Commitments or for any other reason, that the documentation contemplated by this Commitment Letter will be appropriately modified to provide for an issuance of senior subordinated interim notes having terms as nearly identical as practicable to those of the Interim Loans. (d) Pursuant to an Engagement Letter, dated as of April 30, 1999 (the "ENGAGEMENT LETTER"); among you and ▇▇▇▇▇▇ Brothers, as further consideration for the Interim Loan Commitments, you have engaged ▇▇▇▇▇▇ Brothers to act as your exclusive underwriter, exclusive initial purchaser and/or exclusive placement agent in connection with the sale of the Permanent Securities (as defined in the Engagement Letter) and in connection with certain other matters. (e) It is agreed that ▇▇▇▇▇▇ Brothers will act as the sole and exclusive advisor, bookmanager and lead arranger for the Credit Facilities and the Interim Loans and that LCPI will act as the sole and exclusive Administrative Agent for the Credit Facilities and the Interim Loans. Each of ▇▇▇▇▇▇ Brothers and LCPI will perform the duties and exercise the authority customarily performed and exercised by it in its respective role. You agree that no other agents, co-agents, arrangers or bookmanager will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Credit Facilities Term Sheet or the Fee Letters referred to below) will be paid in connection with the Credit Facilities or the Interim Loans unless you and we shall so agree. (f) The commitments and agreements of the Lenders described herein are subject to the terms negotiation, execution and delivery on or before November 30, 1999 of definitive documentation with respect to the Credit Facilities and the Interim Loans, satisfactory to the Lenders and their respective counsel and to the other conditions hereofset forth or referred to in the Credit Facilities Term Sheet, including entry the Interim Loan Term Sheet and the Funding Conditions attached hereto as Exhibit C. Those matters that are not covered by the provisions hereof or of the Confirmation OrderCredit Facilities Term Sheet or the Interim Loan Term Sheet are subject to the approval and agreement of the applicable Lenders, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), the Sponsor and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Company.

The Commitments. (a) On Effective as of the Amendment No. 6 Effective Date, (i) each Lender party hereto hereby agrees to provide a U.S. Revolving Commitment and a Canadian Revolving Commitment under the Amended Credit Agreement in the amounts set forth opposite its name on Schedule I hereto under the headings “U.S. Revolving Commitment” and “Canadian Revolving Commitment”, respectively, on the terms and subject to the terms conditions set forth herein and conditions hereofin the Amended Credit Agreement and (ii) the Borrowers, including entry of the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures Lenders party hereto and the Plan; provided Administrative Agent agree that any Defaulting Commitment Party the Revolving Commitments in effect under Existing Credit Agreement shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, terminated in full and the Company, Revolving Commitments of each Lender party hereto provided as a result of any breach of its obligations hereunder.set forth in clause (i) above shall become effective; (b) On Each Lender party hereto (i) confirms that it has received a copy of the Amended Credit Agreement and subject such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with its Commitment Percentagetheir terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. Each Lender acknowledges and agrees that, on and as of the Amendment No. 6 Effective Date, such Lender shall be a Lender under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. (c) On the Amendment No. 6 Effective Date, (i) the Borrowers shall pay to the Administrative Agent, for the account of each of the Lenders under the Existing Credit Agreement immediately prior to the Amendment No. 6 Effective Date (each, an “Existing Lender”), all accrued fees and interest under the Existing Credit Agreement to, but not including, the Amendment No. 6 Effective Date, (ii) each Existing Lender will, to the extent applicable, automatically and without further act be deemed to have assigned to each Lender party hereto, and each Lender party hereto will, to the extent applicable, automatically and without further act be deemed to have assumed, a portion of such Existing Lender’s participations under the Existing Credit Agreement in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations under the Amended Credit Agreement in Letters of Credit held by each Lender party hereto will equal such ▇▇▇▇▇▇’s Revolving Credit Percentage (after giving effect to this Amendment) and not jointly(iii) the Revolving Loans outstanding under the Existing Credit Agreement immediately prior to the Amendment No. 6 Effective Date shall be prepaid on the Amendment No. 6 Effective Date from the proceeds of a borrowing of Revolving Loans under the Amended Credit Agreement in the amount of $40,000,000, to purchase which borrowing shall be a Term SOFR Rate Loan with an Interest Period of one month commencing on February 10, 2023. (or cause certain d) Each Issuing Lender acknowledges and agrees that, on and as of its and its affiliates’ managed funds and/or accounts to purchase)the Amendment No. 6 Effective Date, such Issuing Lender shall be an Issuing Lender under, and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Priceall purposes of, the number Amended Credit Agreement and the other Loan Documents, with a Letter of Unsubscribed Units equal Credit Commitment as set forth on Schedule 1 hereto, and shall be subject to (x) such Commitment Party’s Commitment Percentage multiplied and bound by (y) the aggregate number of Unsubscribed Unitsterms thereof, rounded among and shall perform all the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) and shall be referred to as the “Rights Offering Backstop Commitment”have all rights of an Issuing Lender thereunder.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with a Term Loan Commitment severally agrees to make a term loan or term loans (each, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower, which Term Loans: (i) may only be incurred pursuant to two single drawings each made by the Borrower on or after the Delivery Date of the BCA Approval Orderapplicable Term Loan Vessel, which shall occur in each case on or after the Closing Date and prior to the Term Loan Commitment Party agreesTermination Date for such Term Loan Vessel, severally (ii) shall be denominated in Dollars, (iii) each drawing shall not exceed $16,500,000, and (iv) shall be made by each such Lender in an aggregate principal amount which does not exceed the Term Loan Commitment of such Lender on the relevant Delivery Date, provided that any Term Loans shall be used by the Borrower in accordance with its Commitment PercentageSection 6.10(a) of this Agreement. Once repaid, Term Loans incurred hereunder may not be reborrowed. Notwithstanding the foregoing or anything to the contrary contained in Section 5.03, a Term Loan may be made to fund amounts due on the Delivery Date of each Term Loan Vessel under the relevant Shipbuilding Contract before the conditions precedent set forth in subsections (b),(c), (d), (e) and not jointly(h) of Section 5.03 are satisfied, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights provided that are issued to it (or such managed funds or accounts) pursuant arrangements have been made, satisfactory to the Rights OfferingAdministrative Agent, that such conditions will be met immediately upon delivery of the relevant Term Loan Vessel and, provided, further, that in any such circumstance, the Administrative Agent shall (A) on the applicable Borrowing Date, preposition an amount equal to the aggregate principal amount of the applicable Term Loan at a bank or other financial institution (the “Builder’s Bank”) satisfactory to the Administrative Agent (on behalf of the Lenders), which funds shall be held at the Builder’s Bank in the name and under the joint control of the Administrative Agent and the Borrower or relevant Subsidiary Guarantor and (B) issue a SWIFT MT 199 or other similar communication (each such communication, a “Disbursement Authorization”) authorizing the release of such funds by the Builder’s Bank on the relevant Delivery Date provided that each of the conditions precedent set forth in Section 5.03 (other than the conditions precedent set forth subsections (b),(c), (d), (e) and (h) of such Section 5.03) are satisfied in form and substance satisfactory to the Administrative Agents (on behalf of Lenders), including but not limited to a protocol of delivery and acceptance duly purchase all Rights Offering Units issuable executed by the relevant Subsidiary Guarantor and the Builder, countersigned by a representative of the Administrative Agent; and provided further, that if the Delivery Date of the relevant Term Loan Vessel does not occur within fifteen (15) Business Days following the relevant Borrowing Date, the funds held at the Builder’s Bank shall (at the Borrower’s expense) be returned to it pursuant the Administrative Agent for further distribution to such exercisethe Lenders; and provided further, that notwithstanding any other provision set forth in this Agreement, in the event that a Term Loan has been prepositioned in accordance with the Rights Offering Procedures and terms of this Section 2.01, the Plan; provided that any Defaulting Commitment Party duration of the first Interest Period applicable to the relevant Term Loan shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Partyone (1) month, which Interest Period shall terminate upon the applicable Delivery Date (as provided in Section 2.07 hereof) and the Company, as a result of any breach of its obligations hereunder. (b) On and subject thereafter shall revert to the terms and conditions hereof, including entry duration of each Interest Period elected by the Confirmation Order, each Commitment Party agrees, severally (Borrower’s in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”2.07.

The Commitments. (a) On You have requested that each of (i) the L▇▇▇▇▇ Lenders and (ii) MLCC, severally and not jointly, (collectively with each other entity that becomes a lender under the Credit Facility, the “Lenders”) commit to provide 50% each of the entire amount of the Credit Facility upon the terms and subject to the terms conditions set forth or referred to in this Commitment Letter and conditions hereof, including entry in the Summary of Terms of Credit Facility attached hereto as Exhibit A (the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder“Term Sheet”). (b) On Based on the foregoing, each of (i) the L▇▇▇▇▇ Lenders and subject (ii) MLCC is pleased to confirm by this Commitment Letter its several commitment to you (the terms and conditions hereof“Commitment”), including entry to provide or cause one or more of its affiliates to each provide 50% of the Confirmation Orderentire amount of the Credit Facility. (c) It is agreed that L▇▇▇▇▇ 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, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase that LCPI (or cause certain 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 its and its affiliates’ managed funds and/or accounts to purchase)the Arrangers, the Administrative Agent, and the Company shall sell Syndication Agent will have the rights and authority customarily given to financial institutions in such Commitment Party 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 such managed funds or accounts)the Fee Letter referred to below) will be paid, on in connection with the Closing Date for Credit Facility unless you and we so agree. (d) The commitments and agreements of each of the applicable aggregate Per Unit Purchase PriceL▇▇▇▇▇ Lenders, MLCC and the number of Unsubscribed Units equal Arrangers described herein are subject to (xi) such Commitment Party’s Commitment Percentage multiplied by 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 (yA) the aggregate number of Unsubscribed Unitsfinancial condition, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations operations, business or properties of the Commitment Parties 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 purchase 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 Unsubscribed Units as described information or other matter was disclosed to the Arrangers, (iii) there not having occurred a material disruption or material adverse change in this Section 2.2(bthe financial, banking (including the bank loan syndication market) shall be 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 the “Rights Offering Backstop Commitment”.Exhibit B.