Legal Letter of Commitment

LEGAL LETTER OF COMMITMENT

This Letter of Commitment (the "Commitment") is made as of by and between Lender Name: , a organized under the laws of , with principal address at , and Borrower Name: , a organized under the laws of , with principal address at .

RECITALS

WHEREAS, the Borrower has requested that the Lender extend a committed financing facility in the principal amount of (the "Commitment Amount") for the purposes described herein; and

WHEREAS, the Lender has conducted preliminary due diligence and is prepared to commit to make available the Commitment Amount subject to the conditions set forth in this Commitment; and

WHEREAS, the parties desire to set forth the principal terms and conditions upon which the Lender will provide financing to the Borrower.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. COMMITMENT

Subject to the terms and conditions of this Commitment, the Lender agrees to make available to the Borrower a loan (the "Loan") in an aggregate principal amount not to exceed the Commitment Amount. Drawdowns under the Loan shall be made in accordance with a draw schedule agreed by the parties and documented at Closing. The commitment of the Lender to fund the Loan is conditional and revocable pursuant to Section 2 (Conditions Precedent).

2. CONDITIONS PRECEDENT

The obligation of the Lender to make any advance under this Commitment is subject to the satisfaction (or waiver in writing by the Lender) prior to or at Closing of the following conditions precedent:

(a) Delivery to the Lender of definitive loan documentation in form and substance satisfactory to the Lender, including security agreements, financing statements and such other documents as reasonably requested by the Lender.

(b) Completion of due diligence by the Lender, including but not limited to financial, legal and operational due diligence, the results of which are satisfactory to the Lender in its sole discretion.

(c) Absence of any material adverse change in the business, operations, assets or financial condition of the Borrower since the date hereof.

(d) Delivery of the following certificates, opinions and other items: (i) good standing and organizational certificates for the Borrower; (ii) certified copies of governing documents; (iii) officer's certificates evidencing corporate authorization; (iv) legal opinion of Borrower counsel; and (v) such other documents listed below as required for Closing.

3. INTEREST, FEES AND PAYMENT

Interest on the outstanding principal of the Loan shall accrue at a rate equal to per annum, calculated on a basis, and payable in accordance with the Loan Documents.

The Borrower shall pay to the Lender a commitment fee of , and such other fees as are set forth in the Fee Letter to be executed by the parties.

4. USE OF PROCEEDS

5. REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lender that, as of the date hereof and as of Closing, the Borrower is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, has full power and authority to execute and deliver the Loan Documents and to perform its obligations thereunder, and that all information delivered to the Lender in connection with the transactions contemplated hereby is true, complete and not misleading in any material respect.

6. AFFIRMATIVE AND NEGATIVE COVENANTS

From the date hereof until the termination of the obligations under the Loan Documents, the Borrower covenants to (i) comply with applicable law, (ii) provide regular financial reporting in such form and at such times as the Lender reasonably requests, and (iii) refrain from incurring or permitting any liens, indebtedness or dispositions of assets except as permitted in the Loan Documents. The Borrower further agrees to maintain insurance customary for its industry and to notify the Lender promptly of any material adverse event.

7. CLOSING

The Closing shall occur on or before , or such other date as the parties may agree in writing. At the Closing, the parties shall execute and deliver the Loan Documents and satisfy the conditions precedent set forth in Section 2.

8. TERMINATION

This Commitment shall automatically terminate if the Closing has not occurred by , unless extended in writing by the Lender. The Lender may also terminate this Commitment upon written notice to the Borrower if any representation or warranty made by the Borrower proves to be incorrect in any material respect or if a material adverse change occurs.

9. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a party may designate by notice to the other party in accordance with this Section).

10. AMENDMENTS; WAIVER; COUNTERPARTS

This Commitment may be amended, modified or supplemented only by a written instrument executed by the parties hereto. No failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof. This Commitment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Commitment shall be governed by, and construed in accordance with, the laws of the State of , without regard to principles of conflicts of law. This Commitment, together with the Loan Documents, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Commitment is held invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect.

12. MISCELLANEOUS

The parties intend that this Commitment create no binding obligation to lend or borrow except as expressly set forth herein and in the definitive Loan Documents. The Lender's obligations are conditioned upon the execution and delivery of the definitive Loan Documents. The Borrower acknowledges that the acceptance of this Commitment and any reliance thereon is subject to the Lender's internal approvals and the satisfaction of the conditions set forth herein.

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