0000889812-99-002768 Sample Contracts

CREDIT SUISSE FIRST BOSTON 11 MADISON AVENUE NEW YORK, NEW YORK 10010
Cpi Corp • September 23rd, 1999 • Services-personal services
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CREDIT SUISSE FIRST BOSTON Eleven Madison Avenue New York, New York 10010
Cpi Corp • September 23rd, 1999 • Services-personal services
CREDIT SUISSE FIRST BOSTON 11 MADISON AVENUE NEW YORK, NEW YORK 10010
Cpi Corp • September 23rd, 1999 • Services-personal services

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 Morgan Stanley 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

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