LASALLE BUSINESS CREDIT, LLC 135 South LaSalle Street Chicago, Illinois 60603-4105 April 19, 2006

limited to the form of Final Order which is satisfactory to LBC in its sole discretion; and (c) satisfactory documentation of any financing subordinate to LBC and LaSalle (other than the CapitalSource Amendment).

You hereby represent, warrant and covenant that (a) all written information, other than the Budget (defined below), which has been or is hereafter made available to LBC or LaSalle by you or any of your representatives (or on your or their behalf) in connection with the transactions contemplated hereby (the “Information”) is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, and (b) all financial projections concerning the Borrower and its subsidiaries that have been or are hereafter made available to LBC or LaSalle by you or any of your representatives (the “Budget”) have been or will be prepared in good faith based upon assumptions deemed by you to be reasonable. You agree to furnish us with such Information and the Budget as we may reasonably request and to supplement the Information and the Budget from time to time until the closing date for the DIP Credit Facility (the “Closing Date”) so that the representation, warranty and covenant in the preceding sentence is correct on the Closing Date. In issuing this commitment, LBC and LaSalle are and will be using and relying on the Information and the Budget without independent verification thereof.

You hereby acknowledge that LBC will make available Information and the Budget to LaSalle.

By executing this Commitment Letter, you agree to reimburse LBC from time to time on demand for all reasonable out-of-pocket fees and expenses (including, but not limited to (a) the reasonable fees, disbursements and other charges of Bracewell & Giuliani LLP, as counsel to the Agent, and Richards, Layton & Finger, P.A. as local counsel to the Agent, and (b) due diligence expenses) as set forth in the Final Order.

You agree to indemnify and hold harmless LBC, LaSalle and each of their affiliates and their respective officers, directors, employees, agents, advisors and other representatives (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any matters contemplated by this Commitment Letter or any related transaction or (b) the DIP Credit Facility and any other financings or any use made or proposed to be made with the proceeds thereof, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equity holders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. You also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you or your subsidiaries or affiliates or to your or