exv10w3



 





Exhibit 10.3




	 	 	 	 	 
	CITIGROUP GLOBAL 

MARKETS INC. 

390 Greenwich Street 

New York, New York 10013
	 	LEHMAN COMMERCIAL PAPER INC.

LEHMAN BROTHERS INC.

745 Seventh Avenue

New York, New York 10019
	 	GOLDMAN SACHS CREDIT

PARTNERS L.P.

85 Broad Street

New York, New York 10004






BANK OF AMERICA, N.A.

BANC OF AMERICA SECURITIES LLC

9 West 57th Street

New York, New York 10019




CONFIDENTIAL




June 27, 2007




Nuance Communications, Inc.

1 Wayside Road

Burlington, MA 01803




Attn: Carol Vachon




Project Vicksburg

Incremental Credit Facility

Amended and Restated Commitment Letter



Ladies and Gentlemen:





	1.	 	This amended and restated commitment letter (including the Term Sheet (as defined below),
this “Commitment Letter”) amends, restates and supersedes that certain commitment
letter dated June 11, 2007 from CGMI, LCPI, GSCP, BOA, Lehman Brothers, BAS (each as defined
below), UBS Loan Finance LLC and UBS Securities LLC to you.
	 
	2.	 	You have advised Citigroup Global Markets Inc. (“CGMI”) on behalf of Citi (as defined
below), Lehman Commercial Paper Inc. (“LCPI”), Goldman Sachs Credit Partners L.P.
(“GSCP”) and Bank of America, N.A (“BOA” and, together with Citi, LCPI and
GSCP, the “Banks”), CGMI, Lehman Brothers Inc. (“Lehman Brothers”), GSCP
(together with Citi and Lehman Brothers, the “Arrangers”) and Banc of America
Securities LLC (“BAS” and, together with the Banks and the Arrangers, the
“Commitment Parties,” “we” or “us”) that Nuance Communications, Inc.,
a Delaware corporation (the “Borrower” or “you”), proposes to acquire (the
“Acquisition”) all of the outstanding capital stock of VoiceSignal Technologies, Inc.,
a Delaware corporation (the “Acquired Business”). The Acquisition and the Incremental
Credit Facility (as defined below) are referred to herein as the “Transactions.” For
purposes of this Commitment Letter, “Citi” means CGMI, Citibank, N.A., Citicorp USA, Inc.,
Citicorp North America, Inc. and/or any of their affiliates as may be appropriate to
consummate the transactions contemplated herein.
	 
	3.	 	You have also advised us that you propose to finance a portion of the purchase price of the
Acquisition and pay related transaction fees and expenses with the Incremental Credit Facility
(as defined below) in an aggregate principal amount of up to $225.0 million. You have
requested debt financings consisting of up to $225.0 million in incremental term loans (the
“Incremental 





 









 






	 	 	Credit Facility”) pursuant to Section 2.21 of the amended and restated credit
agreement dated as of April 5, 2007 among the Borrower, the lenders party thereto from time
to time, UBS AG, Stamford Branch, as Administrative Agent, Citicorp North America, Inc., as
Syndication Agent, CGMI and UBS Securities LLC (“UBSS”), as Joint Lead Arrangers,
and CGMI, UBSS and Credit Suisse Securities (USA) LLC, as Joint Bookrunners (the
“Existing Credit Agreement”). The date on which the Acquisition, the advances and
fundings under the Incremental Credit Facility and the other elements of the Transactions
are consummated shall be referred to as the “Closing Date.”
	 
	4.	 	Based upon and subject to the foregoing and to the terms and conditions set forth below, set
forth in the Summary of Proposed Terms and Conditions attached hereto as Exhibit A and
set forth in the Conditions to Funding contained in Exhibit B (collectively, the
“Term Sheet”; and, together with this letter agreement, the “Commitment
Letter”), each of the Banks, acting alone or through or with affiliates selected by it, is
pleased to confirm to you its commitment (several and not joint) to provide its respective
percentage of the Incremental Credit Facility on the principal terms set forth herein and in
the Term Sheet (such commitments being herein collectively referred to as the
“Commitment”) as set forth in the table below.





	 	 	 
	 	 	% of Commitment
	Citi
	 	35.0%
	LCPI
	 	25.0%
	GSCP
	 	25.0%
	BOA
	 	15.0%







	5.	 	The Commitment of the Banks and the undertakings of the Arrangers are subject to (a) your
written acceptance, and compliance with the terms and conditions, of a letter from us to you
of even date herewith (the “Fee Letter”) pursuant to which you agree to pay, or cause
to be paid, to us certain fees in connection with the Incremental Credit Facility; (b) there
not having occurred since the date of the Acquisition Agreement (as defined in Exhibit
B) a “Company Material Adverse Effect” (as defined in the Acquisition Agreement); and (c)
satisfaction of all other conditions and requirements and the accuracy of representations
described herein and in the Term Sheet.
	 
	6.	 	It is agreed that Citi and Lehman Brothers, acting alone or through or with affiliates
selected by it, will act as joint lead arrangers and that Citi, Lehman Brothers and GSCP,
acting alone or through or with affiliates selected by it, will act as joint bookrunners, for
a syndicate of financial institutions and other entities reasonably acceptable to the
Arrangers and you (together with the Banks, the “Lenders”) that the Arrangers intend
to form to provide all or a portion of the Incremental Credit Facility. It is further agreed
that (i) Citi will act as “left lead bookrunner” and joint lead arranger for the Incremental
Credit Facility, (ii) LCPI will act as joint lead arranger and joint bookrunner for the
Incremental Credit Facility, (iii) GSCP will act as joint bookrunner for the Incremental
Credit Facility and (iv) BAS will act as co-arranger for the Incremental Credit Facility.
Each of the Commitment Parties, in its respective capacity, will perform the duties and
exercise the authority customarily performed and exercised by it in such roles.
	 
	7.	 	You agree to use all commercially reasonable efforts to assist the Arrangers in achieving a
timely syndication of the Incremental Credit Facility that is satisfactory to the Arrangers,
which the Arrangers intend to conduct prior to and following the Closing Date. The
syndication efforts will be accomplished by a variety of means, including your facilitating
direct contact during the syndica-





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	 	 	tion between your senior management, advisors and affiliates, on the one hand, and the
proposed Lenders, on the other hand, and your hosting, with the Arrangers, one or more
meetings with prospective Lenders and various rating agencies at such times and places as we
may reasonably request. You agree, upon our request, to use your commercially reasonable
efforts to (a) provide, and to cause your affiliates, advisors to provide, to the Arrangers
and each of the prospective Lenders all information reasonably requested by the Arrangers to
successfully complete the syndication, including the information and projections
contemplated hereby, (b) assist, and cause your affiliates and advisors to assist, the
Arrangers in the preparation of one or more confidential information memoranda and other
marketing materials, (c) have debt ratings for the Existing Credit Agreement maintained by
Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Ratings Group
(“S&P”) (it being understood that no particular level of ratings will be required to
be maintained) and (d) make available your representatives on reasonable prior notice and at
reasonable times and places. You also agree to use your commercially reasonable efforts to
assist our syndication efforts through your existing lending relationships. The Arrangers
reserve the right to engage the services of their respective affiliates in furnishing the
services to be performed as contemplated herein and to allocate (in whole or in part) to any
such affiliates any fees payable to them in such manner as the Arrangers and their
respective affiliates may agree in their sole discretion. You agree that we may share with
any of our officers, affiliates and advisors any information related to the Transactions or
any other matter contemplated hereby, subject to the confidentiality provisions set forth
herein.
	 
	8.	 	Citi (and/or one or more of their respective affiliates) will manage all aspects of the
syndication of the Incremental Credit Facility (in consultation with you), including decisions
as to the selection of potential Lenders reasonably acceptable to you to be approached and
when they will be approached, when their commitments will be accepted, when Lenders reasonably
acceptable to you will participate and the final allocations of the commitments among the
Lenders, and the Arrangers will exclusively perform all functions and exercise all authority
as customarily performed and exercised in such capacities, including selecting counsel for the
Lenders and negotiating the amendment to the Existing Credit Agreement and related
documentation for the Incremental Credit Facility consistent with the terms and conditions
hereof and of the Term Sheet and otherwise in form and substance reasonably satisfactory to us
and to you (the “Credit Documentation”). You agree that no Lender will receive
compensation outside the terms contained herein and in the Fee Letter in order to obtain its
commitment to participate in the Incremental Credit Facility. At the request of the
Arrangers, you agree to prepare a version of the information package and presentation to be
provided to prospective Lenders that does not contain material non-public information
concerning you or your affiliates or any securities of any thereof. In addition, you agree
that unless specifically labeled “Private — Contains Non-Public Information,” no information,
documentation or other data disseminated to prospective Lenders in connection with the
syndication of the Incremental Credit Facility, whether through an internet site (including,
without limitation, an IntraLinks workspace), electronically, in presentations at meetings or
otherwise, will contain any material non-public information concerning you, your affiliates or
any securities of any thereof.
	 
	9.	 	You hereby agree that, until the earlier of the termination of this Commitment Letter and the
completion of syndication, there shall be no competing issuance, or announcement of a
competing issuance, of any securities, bank facilities or other debt of the Borrower, the
Acquired Business or any of their respective subsidiaries being offered, placed or arranged,
other than (a) the Incremental Credit Facility, (b) the issuance by Borrower of any of its
common stock and (c) the issuance by Borrower or any of its subsidiaries of any securities
convertible into common stock, whether through a public offering or pursuant to Rule 144A of
the Securities Act of 1933, as





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	 	 	amended (a “Convertible Securities Offering”), without the prior written consent of
the Arrangers.
	 
	10.	 	You hereby represent and warrant that (a) all information (other than the Projections, as
defined below) concerning you, the Acquired Business and your and their respective
subsidiaries and the Transactions (together, the “Information”) that has been or will
be made available to us or the prospective Lenders and Lenders by you or any of your
representatives, taken as a whole, is, or will be when furnished, complete and correct in all
material respects and, taken as a whole and together with your filings and reports filed with
the Securities and Exchange Commission, does not, or will not when furnished, contain any
untrue statement of a material fact or omit to state a material fact necessary in order to
make the statements contained therein not materially misleading in light of the circumstances
under which such statements are made, and (b) all financial projections concerning you, the
Acquired Business and your and their respective subsidiaries that have been or will be made
available to us or the Lenders by you or any of your representatives (together, the
“Projections”) have been or will be prepared in good faith based upon reasonable
assumptions at the time they were made (it being understood that future results of operations
and financial condition may differ materially therefrom). You agree to supplement, or cause
to be supplemented, the Information and the Projections from time to time until the Closing
Date so that the representations and warranties contained in the preceding sentence remain
correct in all material respects. In syndicating the Incremental Credit Facility, we will be
entitled to use and rely primarily on the Information and the Projections without
responsibility for independent check or verification thereof.
	 
	11.	 	On the Closing Date (and only if the Closing Date occurs), you hereby agree to reimburse us
for all of our reasonable out-of-pocket fees and expenses (including, without limitation, all
reasonable due diligence investigation expenses, fees of consultants, syndication expenses
(including printing, distribution, and meetings with prospective Lenders), travel expenses,
duplication fees and expenses, audit fees, search fees, filing and recording fees and the
reasonable fees, disbursements and other charges of counsel (including, without limitation,
the reasonable fees, expenses and other charges of Cahill Gordon & Reindel llp, as
counsel to the Commitment Parties (and any necessary local or special counsel selected by them
in connection with the Transactions), and any sales, use or similar taxes (and any additions
to such taxes) related to any of the foregoing), incurred in connection with the preparation,
negotiation, execution and delivery, any waiver or modification and any collection or
enforcement of this Commitment Letter, the Term Sheet, the Fee Letter and the Incremental
Credit Facility and all of the other transactions described herein and in any definitive
documentation and advice in connection therewith and thereafter from time to time on demand.
	 
	12.	 	By your acceptance below, you hereby agree to indemnify and hold harmless us and the other
Lenders and our and their respective affiliates (including, without limitation, controlling
persons) and the directors, officers, employees, advisors and agents of the foregoing (each,
an “Indemnified Person”) from and against any and all losses, claims, costs, expenses,
damages or liabilities (or actions or other proceedings commenced or threatened in respect
thereof) that arise out of or in connection with this Commitment Letter, the Term Sheet, the
Fee Letter, the Incremental Credit Facility or any of the transactions contemplated hereby or
thereby or the providing or syndication of the Incremental Credit Facility (or the actual or
proposed use of the proceeds thereof), and to reimburse each Indemnified Person promptly upon
its written demand for any legal or other expenses incurred in connection with investigating,
preparing to defend or defending against, or participating in, any such loss, claim, cost,
expense, damage, liability or action or other proceeding (whether or not such Indemnified
Person is a party to any action or proceeding); pro-





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	 	 	vided that any such obligation to indemnify, hold harmless and reimburse an Indemnified
Person shall not be applicable to the extent determined by a final, non-appealable judgment
of a court of competent jurisdiction to have resulted primarily from the gross negligence or
willful misconduct of such Indemnified Person. You shall not be liable for any settlement
of any such proceeding effected without your written consent, but if settled with such
consent or if there shall be a final judgment against an Indemnified Person, you shall,
subject to the proviso in the first sentence of the preceding paragraph, indemnify such
Indemnified Person from and against any loss or liability by reason of such settlement or
judgment. You shall not, without the prior written consent of any Indemnified Person,
effect any settlement of any pending or threatened proceeding in respect of which such
Indemnified Person is or could have been a party and indemnity could have been sought
hereunder by such Indemnified Person, unless such settlement (i) includes an unconditional
release of such Indemnified Person from all liability or claims that are the subject matter
of such proceeding and (ii) does not include a statement as to or an admission of fault,
culpability, or a failure to act by or on behalf of such Indemnified Person. None of us or
any other Lender (or any of their respective affiliates) shall be responsible or liable to
Borrower, the Acquired Business or any of their respective subsidiaries, affiliates or
stockholders or any other person or entity for any indirect, special, punitive or
consequential damages which may be alleged as a result of this Commitment Letter, the Term
Sheet, the Fee Letter, the Incremental Credit Facility or the transactions contemplated
hereby or thereby.
	 
	13.	 	Nothing contained herein shall limit or preclude the Commitment Parties or any of their
affiliates from carrying on any business with, providing banking or other financial services
to, or from participating in any capacity, including as an equity investor in, any party
whatsoever, including, without limitation, any competitor, supplier or customer of you, the
Acquired Business or any of your or their affiliates, or any other party that may have
interests different than or adverse to such parties.
	 
	14.	 	You acknowledge that the Commitment Parties and their affiliates (the term “Commitment
Parties” as used in this paragraph being understood to include such affiliates) may be
providing debt financing, equity capital or other services (including financial advisory
services) to other companies with which you, the Acquired Business or your or their respective
affiliates may have conflicting interests regarding the Transactions and otherwise. The
Commitment Parties will not use confidential information obtained from you or the Acquired
Business in connection with the performance by the Arrangers of services for other companies
and will not furnish any such information to other companies. You also acknowledge that the
Commitment Parties do not have any obligation in connection with the Transactions to use, or
to furnish to you or the Acquired Business, confidential information obtained from other
companies or entities. You further acknowledge and agree to the disclosure by us (in
consultation with you) of information relating to the Incremental Credit Facility to “Gold
Sheets” and other similar bank trade publications.
	 
	15.	 	This Commitment Letter, the Fee Letter and the contents hereof and thereof are confidential
and, except for the disclosure hereof or thereof on a confidential basis to your or our
accountants, attorneys and other professional advisors retained in connection with the
Transactions or as otherwise required by law or regulation, may not be disclosed in whole or
in part by you or us to any person or entity without your or our prior written consent;
provided, however, it is understood and agreed that you may disclose (a) this Commitment
Letter, but not the Fee Letter, on a confidential basis to the board of directors and advisors
to the Acquired Business in connection with their consideration of the Transactions and (b)
after your acceptance of this Commitment Letter and the Fee Letter, you may disclose such
documents in any required filings with the Securities and Exchange Commission and other
applicable regulatory authorities and stock exchanges (with, if the





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	 	 	Fee Letter is so required to be disclosed or filed, appropriate redactions in the Fee Letter
acceptable to us and the Securities and Exchange Commission). In addition, we shall be
permitted to use (in consultation with you) information related to the syndication and
arrangement of the Incremental Credit Facility in connection with marketing, press releases
or other transactional announcements or updates provided to investor or trade publications.
Notwithstanding the foregoing, we, the Lenders and our and their respective affiliates may
disclose the Commitment Letter, the Fee Letter and the contents hereof and thereof (1) on a
confidential basis to our and their affiliates or any of our or their affiliates’ directors,
officers, employees, advisors, representatives, attorneys, accountants, and auditors
(collectively, the “Representatives”) whom they determine need to know such
information in connection with the Transactions, (2) to any governmental agency or
regulatory body having or claiming to have authority to regulate or oversee any aspect of
any of our or their business or that of our or their Representatives in connection with the
exercise of such authority or claimed authority, (3) except the Fee Letter and the contents
thereof, to any bank or financial institution or other entity to which any of us, the
Lenders, or any of our or their affiliates has sold or desires to sell an interest or
participation in the Transactions, provided that any such recipient agrees to keep the
material confidential, (4) to the extent necessary or appropriate to effect or preserve the
security (if any) for any loan or other extension of credit or to enforce any right or
remedy or in connection with any claims asserted by or against any of them or any of their
Representatives or you or any other person or entity involved in the Transactions, (5) if
any of them is requested or required (orally or in writing, by interrogatory, court order,
subpoena, administrative proceeding, civil investigatory demand, or any similar legal or
regulatory process) to disclose any of such material, (6) to the extent such material
becomes publicly available other than a result of a breach of this provision, (7) any
contractual counterparties to any swap or derivative transaction relating to the Borrower or
its obligations and (8) to Moody’s and S&P in connection with confirming ratings.
Furthermore, we hereby notify you that pursuant to the requirements of the USA Patriot Act,
Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”),
each of them is required to obtain, verify and record information that identifies you in
accordance with the Patriot Act.
	 
	16.	 	The provisions of paragraphs 11, 12, 13, 15 and 20 shall survive any termination or
expiration of this Commitment Letter or the Commitment of the Banks or the undertakings of the
Arrangers set forth herein, and the provisions of paragraphs 7, 8, 9 and 10 shall survive
until the completion of syndication of the Incremental Credit Facility. If definitive
documentation relating to the Incremental Credit Facility shall be executed and delivered,
your obligations under this Commitment Letter in respect of the Incremental Credit Facility,
other than those relating to confidentiality, indemnification, no competing issuance and to
the syndication (including provision of supplemental Information and Projections) of such
Incremental Credit Facility (which shall remain in full force and effect), shall automatically
terminate and be superseded by the provisions contained in such definitive documentation upon
the execution and delivery thereof.
	 
	17.	 	This Commitment Letter and the Commitment of the Banks and the undertakings of the Arrangers
set forth herein shall, in the event this Commitment Letter is accepted by you as provided in
paragraph 21 hereof, automatically terminate at 5:00 p.m. (New York time) on August 30, 2007,
if the consummation of the Acquisition and the other elements of the Transactions shall not
have occurred by such time.
	 
	18.	 	This Commitment Letter and the commitments, undertakings and agreements hereunder shall not
be assignable by any party hereto without the prior written consent of the other parties
hereto, and any attempted assignment shall be void and of no effect; provided, however, that
nothing contained in this paragraph shall prohibit us in our sole discretion from (a)
performing any of our du-





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	 	 	ties hereunder through any of our affiliates, and you will owe any related duties (including
those set forth above) to any such affiliate, and (b) granting participations in, or selling
(in consultation with you) assignments of all or a portion of, the Commitment or the
advances under the Incremental Credit Facility pursuant to arrangements reasonably
satisfactory to us (provided that we shall remain obligated hereunder). This Commitment
Letter is solely for the benefit of the parties hereto and does not confer any benefits
upon, or create any rights in favor of, any other person.
	 
	19.	 	As you know, each of the Arrangers or its affiliates is a full service securities firm
engaged, either directly or through its affiliates in various activities, including securities
trading, investment management, financing and brokerage activities and financial planning and
benefits counseling for both companies and individuals. In the ordinary course of these
activities, the Arrangers or their respective affiliates may actively trade the debt and
equity securities (or related derivative securities) of the Borrower and other companies which
may be the subject of the arrangements contemplated by this letter for their own account and
for the accounts of their customers and may at any time hold long and short positions in such
securities. Each Arranger or its respective affiliates may also co-invest with, make direct
investments in, and invest or co-invest client monies in or with funds or other investment
vehicles managed by other parties, and such funds or other investment vehicles may trade or
make investments in securities or other debt obligations of the Borrower or other companies
which may be the subject of the arrangements contemplated by this letter.
	 
	20.	 	Any notice given pursuant to this Commitment Letter shall be mailed or hand delivered in
writing, if to (a) you, at your address set forth on page one hereof, with a copy to Andrew J.
Hirsch, Esq., Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, CA 94304; (b)
Citigroup Global Markets Inc., at 390 Greenwich Street, New York, New York 10013, Attention:
Caesar W. Wyszomirski with a copy to Richard E. Farley, Esq., Cahill Gordon & Reindel LLP, 80
Pine Street, New York, New York 10005; (c) Lehman Commercial Paper Inc. and Lehman Brothers
Inc., at 745 Seventh Avenue, New York, New York 10019, Attention: Vanessa Roberts, (d)
Goldman Sachs Credit Partners L.P., at 85 Broad Street, New York, New York 10004, Attention:
Rob Schatzman, and (e) Bank of America, N.A. and Banc of America Securities LLC, at 9 West
57th Street, New York, New York 10019, Attention: Douglas Ingram.
	 
	21.	 	THIS COMMITMENT LETTER AND THE FEE LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, AND TOGETHER CONSTITUTE THE ENTIRE AGREEMENT BETWEEN
THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ANY PREVIOUS
AGREEMENT, WRITTEN OR ORAL, BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
THEREOF. EACH OF THE PARTIES HERETO WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR
ARISING OUT OF THIS COMMITMENT LETTER, THE FEE LETTER, EACH ELEMENT OF THE TRANSACTIONS OR THE
PERFORMANCE BY US OR ANY OF OUR AFFILIATES OF THE SERVICES CONTEMPLATED HEREBY. IN ADDITION,
WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER,
THE FEE LETTER OR THE TRANSACTIONS OR THE PERFORMANCE OF ANY OF THE PARTIES HEREUNDER, EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW
YORK STATE OR FEDERAL COURT SITTING IN NEW YORK, NEW YORK; (B) AGREES THAT ALL CLAIMS WITH
RESPECT TO SUCH





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	 	 	ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT;
(C) WAIVES THE DEFENSE OF ANY INCONVENIENT FORUM TO SUCH NEW YORK STATE OR FEDERAL COURT;
(D) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN ANOTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW; (E) TO THE EXTENT THAT SUCH PARTY OR ITS PROPERTIES OR ASSETS HAVE OR
HEREAFTER MAY HAVE ACQUIRED OR BE ENTITLED TO IMMUNITY (SOVEREIGN OR OTHERWISE) FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF A JUDGMENT OR FROM EXECUTION
OF A JUDGMENT OR OTHERWISE), FOR SUCH PARTY OR ITS PROPERTIES OR ASSETS, AGREES NOT TO CLAIM
ANY SUCH IMMUNITY AND WAIVE SUCH IMMUNITY; AND (F) CONSENTS TO SERVICE OF PROCESS BY MAILING
OR DELIVERING A COPY OF SUCH PROCESS TO SUCH PARTY AT ITS ADDRESS SET FORTH ON THE FIRST
PAGE OF THIS COMMITMENT LETTER AND AGREE THAT SUCH SERVICE SHALL BE EFFECTIVE WHEN SENT OR
DELIVERED. This Commitment Letter may not be amended or any provision hereof waived or
modified except by an instrument in writing signed by each of the parties hereto. This
Commitment Letter may be executed in any number of counterparts, each of which shall be an
original and all of which, when taken together, shall constitute one agreement. Delivery of
an executed counterpart of a signature page to this Commitment Letter by facsimile shall be
effective as delivery of a manually-executed counterpart.
	 
	22.	 	The Borrower and each Guarantor (as defined in Exhibit A) acknowledges and agrees
that in connection with all aspects of the Transactions contemplated by this Commitment
Letter, the Borrower, each Guarantor and the Commitment Parties have an arm’s-length business
relationship that creates no fiduciary duty on the part of the Commitment Parties and the
Borrower and each Guarantor expressly disclaims any fiduciary relationship.





[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




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     If you are in agreement with the foregoing, please indicate acceptance of the terms hereof by
signing the enclosed counterpart of this Commitment Letter and returning it to the Arrangers,
together with an executed counterpart of the Fee Letter, by no later than 7:00 p.m. (New York time)
on June 27, 2007. This Commitment Letter, the Commitment of the Banks and the undertakings of the
Arrangers set forth herein shall automatically terminate at such time unless signed counterparts of
this Commitment Letter and the Fee Letter shall have been delivered to the Arrangers in accordance
with the terms of the immediately preceding sentence.



Sincerely,




	 	 	 	 	 
	 	CITIGROUP GLOBAL MARKETS INC.

 	 
	 	By:  	/s/
Caesar Wyszomirshi 	 
	 	 	Name:  	Caesar Wyszomirshi 	 
	 	 	Title:  	Director 	 
	 
	 	LEHMAN COMMERCIAL PAPER INC.

 	 
	 	By:  	/s/
Laurie Perper 	 
	 	 	Name:  	Laurie Perper 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	LEHMAN BROTHERS INC.

 	 
	 	By:  	/s/
Laurie Perper 	 
	 	 	Name:  	Laurie Perper 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	GOLDMAN SACHS CREDIT PARTNERS L.P.

 	 
	 	By:  	/s/
Illegible 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BANC OF AMERICA SECURITIES, LLC

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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	 	NUANCE COMMUNICATIONS, INC.

 	 
	 	By:  	/s/
Paul Ricci 	 
	 	 	Name:  	Paul Ricci 	 
	 	 	Title:  	CEO 	 



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EXHIBIT A




$225,000,000

INCREMENTAL CREDIT FACILITY

SUMMARY OF PROPOSED TERMS AND CONDITIONS




Capitalized terms not otherwise defined herein have the same meanings specified in the Commitment

Letter to which this Summary of Proposed Terms and Conditions is attached.




	 	 	 
	Borrower:

	 	Nuance Communications, Inc., a Delaware corporation (the “Borrower”).
	 
	 	 
	Joint Lead Arrangers:

	 	Citigroup Global Markets Inc. and Lehman Brothers Inc. will act as joint lead arrangers for the
Amended and Restated Credit Facility (as defined below) (in such capacity, the “Arrangers”), and
will perform the duties customarily associated with such role.
	 
	 	 
	Joint Bookrunners:

	 	Citigroup Global Markets Inc., Lehman Brothers Inc. and Goldman Sachs Credit Partners Inc. will
act as joint bookrunners for the Amended and Restated Credit Facility, and will perform the duties
customarily associated with such role.
	 
	 	 
	Co-Arranger:

	 	Banc of America Securities LLC will act as co-arranger for the Amended and Restated Credit
Facility.
	 
	 	 
	Administrative Agent:

	 	UBS AG, Stamford Branch.
	 
	 	 
	Syndication Agent:

	 	Citicorp North America, Inc.
	 
	 	 
	Co-Documentation Agents:

	 	Lehman Commercial Paper Inc. and Goldman Sachs Credit Partners L.P.
	 
	 	 
	Lenders:

	 	A syndicate of financial institutions and other entities (each, a “Lender” and, collectively, the
“Lenders”) arranged by the Arrangers and reasonably acceptable to the Borrower.
	 
	 	 
	Incremental Credit Facility:

	 	Incremental Term Loans (as defined in the Existing Credit Agreement) in an aggregate principal
amount of up to $225,000,000 (the “Incremental Loans”).
	 
	 	 
	Use of Proceeds:

	 	The proceeds of the Incremental Loans shall be used to (a) to finance the Transactions, (b) to pay
related fees and expenses incurred in connection with the Transactions and (c) for general
corporate purposes.






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	Availability:

	 	The full amount of the Incremental Loans must be drawn in a single drawing on the Closing Date.
Amounts borrowed under the Incremental Loans that are repaid or prepaid may not be reborrowed.
	 
	 	 
	Documentation:

	 	The documentation for the Incremental Credit Facility will be an amendment to the Existing Credit
Agreement.
	 
	 	 
	Guarantors and Security:

	 	The requirements of the Collateral and Guarantee Requirement (as defined in the Existing Credit
Agreement) shall have been met.
	 
	 	 
	Final Maturity:

	 	Same as Term Loans under the Existing Credit Agreement.
	 
	 	 
	Amortization Schedule:

	 	Same as Term Loans under the Existing Credit Agreement.
	 
	 	 
	Interest Rates and Fees:

	 	Same as Term Loans under the Existing Credit Agreement.
	 
	 	 
	Mandatory Prepayments/Reductions 

in Commitment:

	 	Same as the Existing Credit Agreement.
	 
	 	 
	Voluntary Prepayments/Reductions 

in Commitment:

	 	Same as the Existing Credit Agreement.
	 
	 	 
	Conditions to Advances:

	 	The making of the Incremental Term Loans shall be subject to the conditions set forth in Exhibit B
to the Commitment Letter.
	 
	 	 
	Representations and
Warranties:

	 	Same as the Existing Credit Agreement.
	 
	 	 
	Affirmative Covenants:

	 	Same as the Existing Credit Agreement.
	 
	 	 
	Negative Covenants:

	 	Same as the Existing Credit Agreement.
	 
	 	 
	Events of Default:

	 	Same as the Existing Credit Agreement.
	 
	 	 
	Yield Protection and
Increased Costs:

	 	Same as the Existing Credit Agreement.
	 
	 	 
	Assignments and
Participations:

	 	Same as the Existing Credit Agreement.
	 
	 	 
	Required Lenders:

	 	Same as the Existing Credit Agreement.
	 
	 	 
	Expenses and
Indemnification:

	 	Same as the Existing Credit Agreement.
	 
	 	 
	Governing Law and Forum:

	 	New York.
	 
	 	 
	Waiver of Jury Trial:

	 	All parties to the Credit Documentation will waive the right to trial by jury.
	 
	 	 
	Counsel for the Arrangers:

	 	Cahill Gordon & Reindel llp.






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EXHIBIT B




$225,000,000 INCREMENTAL CREDIT FACILITY

CONDITIONS TO FUNDING:





	(a)	 	The execution and delivery of the
Credit Documentation consistent with the Summary of Proposed
Terms and Conditions.
	 
	(b)	 	The Arrangers shall have
received, in form and substance reasonably satisfactory to it:
(i) copies of the merger agreement related to the Acquisition
and all other documentation, instruments and agreements related
to the Acquisition (together, the “Acquisition
Agreement”) (it being understood that the Arrangers have
reviewed the executed acquisition agreement and are satisfied
with it as so executed); and (ii) such opinions of counsel to
the Loan Parties and other corporate documents and customary
certificates and instruments, including with respect to
perfection and priority of liens, as the Arrangers shall
reasonably require. The Acquisition shall have been consummated
and the Acquisition Agreement shall not have been amended or
modified in any respect that is materially adverse to the
Lenders without the prior written consent of the Arrangers.
	 
	(c)	 	The Arranger shall have received
the documentation and other information that is required by
regulatory authorities under applicable “know your customer” and
anti-money-laundering rules and regulations, including, without
limitation, the Patriot Act.
	 
	(d)	 	To the extent not otherwise
publicly available through the Borrower’s SEC filings, the
Arrangers shall have received (i) copies of audited financial
statements for the Acquired Business and its subsidiaries for
the two fiscal years ended December 31, 2006 and interim
unaudited financial statements for each quarter ended after such
date and more than 45 days prior to the Closing Date, (ii) pro
forma financial statements of the Borrower and its subsidiaries
for the four consecutive fiscal quarter period ended March 31,
2007 after giving effect to the Acquisition (including the
adjustments substantially similar to those set forth on Schedule
1.01(a) to the Existing Credit Agreement) and a pro forma
balance sheet of the Borrower and its subsidiaries as of the
Closing Date and (iii) a certificate of chief financial officer
of the Borrower as to the solvency of each Loan Party, on a
consolidated basis, after giving effect to the Transactions.
	 
	(e)	 	All fees and expenses of the
Arrangers and Lenders required to have been paid as a condition
to the funding of the Lenders (including payment of the
reasonable fees, expenses and other





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	 	 	charges of counsel to the Arrangers to the extent invoiced)
shall have been paid in full.
	 
	(f)	 	The conditions precedent to
extensions of Incremental Term Loans set forth Section 2.21 of
the Existing Credit Agreement shall have been satisfied.
	 
	(g)	 	The Arrangers shall have received
a certificate of a Financial officer of the Borrower certifying
that the Acquisition is a “Permitted Business Acquisition” under
the Existing Credit Agreement.






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