CREDIT SUISSE FIRST BOSTON
00 XXXXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
September 9, 1999
American Securities Capital Partners, L.P.
000 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxxx & Co.
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Re: American Securities Capital Partners, L.P.
Bridge Term Loan Facility Commitment Letter
Ladies and Gentlemen:
Pursuant to a Bridge Term Loan Facility Commitment Letter dated
June 15, 1999, as amended (the "Bridge Letter") by and between American
Securities Capital Partners, L.P. ("ASCP") and Credit Suisse First Boston
("CSFB"), CSFB has agreed to make available, on the terms and conditions
described therein, a $150.0 million bridge loan facility (the "Bridge Loan
Facility") (capitalized terms used herein without definition have the meanings
given such terms in the Bridge Letter). CSFB hereby assigns to Xxxxxx Xxxxxxx &
Co. or one of its affiliates reasonably acceptable to ASCP ("MSC") the Bridge
Loan Commitment Amount (as defined below) and MSC commits to provide the Bridge
Loan Commitment Amount on the terms and conditions applicable to CSFB as set
forth in the Bridge Letter. The parties hereto agree that MSC shall be afforded,
to the same scope and extent, all benefits and rights afforded CSFB and owed all
the duties and obligations of ASCP to CSFB under the Bridge Letter, as if MSC
was a named lender thereunder, including but not limited to, the conditions
precedent set forth on Annex II thereto and the indemnification rights set forth
therein and that the definitive documentation (including all terms and
conditions) will not be inconsistent with the Bridge Letter (including the Term
Sheet attached thereto, the Fee Letter and the Warrant Letter) and will be
reasonably satisfactory to MSC. Upon acceptance of this letter, MSC and CSFB
agree that ASCP shall be afforded by MSC, to the same scope and extent, all
rights and benefits afforded ASCP by CSFB and owed by MSC all the duties and
obligations of CSFB under the Bridge Letter, as if MSC were a named party
therein. Further, MSC shall be entitled to its pro rata share of all fees
payable to CSFB pursuant to the Fee Letter referred to therein based upon its
Bridge Loan Commitment Amount and the commitment of CSFB upon the same terms and
conditions as CSFB is entitled to such fee, giving effect to this assignment.
MSC shall be entitled to reimbursement of all reasonable out-of-pocket expenses
to the same extent as CSFB. For purposes of this assignment, "Bridge Loan
Commitment Amount" shall
mean the amount of the Bridge Loan Facility committed to by CSFB under the
Bridge Letter multiplied by 20.0% (after deducting all reasonable customary
expenses).
Upon ASCP's acceptance of this assignment, CSFB shall be relieved
of its obligations under the Bridge Letter to the extent of the Bridge Loan
Commitment Amount of MSC.
Upon assumption by CPI Corp. of ASCP's obligations hereunder,
ASCP shall be automatically released from all its obligations and liabilities
hereunder.
This assignment shall be governed by, and construed in accordance
with, the laws of the State of New York without regard to the principles
governing conflicts of laws.
All references in the Bridge Letter to CSFB shall be deemed to be
references to CSFB and MSC, acting severally and not jointly, unless the context
otherwise requires.
S-1
If you are in agreement with the foregoing, please sign and
return to CSFB at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, the enclosed copy
of this letter no later than 5:00 P.M., New York time, on September 9, 1999
whereupon the undertaking of the parties shall become effective to the extent
and in the manner provided hereby.
Very truly yours,
CREDIT SUISSE FIRST BOSTON
By: /s/ XXXXXXX X. XXXXX
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
By: /s/ XXXXXXX X. XXXXX
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
AGREED TO AND ACCEPTED as of the date first written above:
XXXXXX XXXXXXX & CO.,
or one of its affiliates
By: /s/ XXXXX X. X'XXXXXXXXXX
------------------------------
Name: Xxxxx X. X'Xxxxxxxxxx
Title: Vice President
AMERICAN SECURITIES CAPITAL PARTNERS, L.P.
By: AMERICAN SECURITIES CAPITAL PARTNERS G.P.
CORP., its General Partner
By: /s/ XXXX X. XXXXXXX
------------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Director
By: /s/ XXXXXXX X. XXXXX
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
