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 Senior Funding, Inc.
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Re: American Securities Capital Partners, L.P.
Senior Secured Credit Facility Commitment Letter
Gentlemen:
Pursuant to a Senior Secured Credit Facility Commitment Letter
dated June 15, 1999 (the "Commitment 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
$185.0 million senior secured credit facility (the "Credit
Facility")(capitalized terms used herein without definition have the meanings
given such terms in the Commitment Letter). CSFB hereby assigns to Xxxxxx
Xxxxxxx Senior Funding, Inc. and its affiliates reasonably acceptable to ASCP
("MSSF") the Commitment Amount (as defined below) and MSSF commits to provide
the Commitment Amount on the terms and conditions applicable to CSFB as set
forth in the Commitment Letter. The parties hereto agree that MSSF 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 Commitment
Letter, as if MSSF 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 Commitment Letter
(including the Term Sheet attached thereto and the Fee Letter) and will be
reasonably satisfactory to MSSF. Upon acceptance of this letter, MSSF and CSFB
agree that ASCP shall be afforded by MSSF, to the same scope and extent, all
rights and benefits afforded ASCP by CSFB and owed by MSSF all the duties and
obligations of CSFB under the Commitment Letter, as if MSSF were a named party
therein. Further, MSSF shall be entitled to its pro rata share of all fees
payable to CSFB pursuant to the Fee
-2-
Letter referred to therein except for the Administration Fee (as defined in
the Fee Letter)(provided, the Underwriting and Arrangement Fee (as defined in
the Fee Letter) shall be deemed to be 1.75% for purposes of calculating MSSF's
pro rata share thereof), based upon its Commitment Amount and the commitment of
CSFB in each case on the same terms and conditions as CSFB is entitled to any
such fee, giving effect to this assignment. MSSF shall be entitled to
reimbursement of all reasonable out-of-pocket expenses to the same extent as
CSFB. For purposes of this assignment, "Commitment Amount" shall mean the amount
of each of the Revolving Credit Facility, the Term Loan A and the Term Loan B
committed to by CSFB under the Commitment Letter, in each case multiplied by
20.0% (after deducting all reasonable customary expenses). In addition,
notwithstanding anything contained in the Commitment Letter, MSSF shall be the
"Syndication Agent" under the Credit Facility.
Upon ASCP's acceptance of this assignment, CSFB shall be relieved
of its obligations under the Commitment Letter to the extent of the Commitment
Amount of MSSF.
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 Commitment Letter to CSFB shall be deemed
to be references to CSFB and MSFF, 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 SENIOR FUNDING, INC.
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
