Exhibit
10(a)


 





 


	
   

  	
  July 5,
  2009

  



 


Bemis Company, Inc.


Senior Bridge Facility


Commitment Letter


 


Bemis
Company, Inc.


One
Neenah Center, 4th Floor

P.O. Box 669

Neenah, Wisconsin  54957-0669

Attention:  Scott Ullem


 


Ladies
and Gentlemen:


 


You (the “Borrower”) have requested that J.P.
Morgan Securities Inc. (“JPMorgan”), Wachovia Capital Markets, LLC (“Wachovia”),
BNP Paribas Securities Corp. (“BNPS”) and Banc of America Securities LLC
(“BAS” and, together with JPMorgan, Wachovia and BNPS, the “Lead
Arrangers”) agree to structure, arrange and syndicate a senior term loan credit
facility in an aggregate amount of $800,000,000 (the “Facility”), and
that JPMorgan Chase Bank, National Association (“JPMCB”), Wells Fargo
Bank, National Association (“Wells Fargo”), BNP Paribas (“BNP”)
and Bank of America, N.A. (“BofA” and, together with JPMCB, Wells Fargo
and BNP, the “Banks”, and, together with the Lead Arrangers, JPMCB, Wells
Fargo and BNP, the “Commitment Parties”), commit to provide the entire
principal amount of the Facility and that JPMCB serve as administrative agent
for the Facility.  You have requested the
Facility to finance in part the proposed acquisition (the “Acquisition”)
by you and/or one or more of your subsidiaries of the stock of certain
subsidiaries, and the assets of other subsidiaries, of Rio Tinto plc
(collectively, the “Seller”) comprising its food packaging business in
North and South America and New Zealand as well as certain related assets (the “Business”)
for an aggregate purchase price of approximately $1,213,000,000.  The anticipated sources and uses of funds for
the Acquisition are set forth on Annex I hereto.


 


Each of the Lead Arrangers is pleased to advise you
that it is willing to act as a joint lead arranger for the Facility.


 


Furthermore, each of the Banks is pleased to advise
you of its several commitment to provide $200,000,000 of the Facility, in each
case upon the terms and subject to the conditions set forth or referred to in
this commitment letter (this “Commitment Letter”), in the Joint Fee
Letter referred to below and in the July 2, 2009 (#2) draft of the credit
agreement for the Facility to be dated the date of the Acquisition (the “Draft
Agreement”).  The Banks will enter
into a credit agreement for the Facility in the form of the Draft Agreement (with
such changes thereto 


 

















 


as may be mutually agreed
by you and us) on the date of the consummation of the Acquisition if the
conditions to funding set forth herein and in the Draft Agreement are satisfied
or waived by each of us.  The commitments
of the Banks shall be ratably reduced from time to time prior to the funding of
the Facility in the aggregate amounts and at the times (without giving effect
to the five Business Day grace period for such prepayments set forth in such
section of the Draft Agreement) when a mandatory prepayment would have been
required by Section 2.5.3 (without giving effect to Section 2.5.3(ii)(a)(z) thereof)
of the Draft Agreement had such agreement been in effect at the relevant time and
had term loans then been outstanding thereunder in the full amount of the
commitments hereunder.  The commitments
of the Banks shall also be ratably reduced by the amount by which your issuance
of any Specified Securities (as defined in the Draft Agreement) to Pechiney Plastic
Packaging, Inc. (“PPPI”),  Rio
Tinto International Holdings Limited (“RTIH”), any affiliates of either
PPPI or RTIH, or any transferee or assignee thereof in connection with the Acquisition reduces the cash
purchase price for the Business by more than $200,000,000.


 


It is agreed that JPMCB will act as the sole and
exclusive Administrative Agent, that Wells Fargo shall act as the sole and
exclusive Syndication Agent, that BNP and BofA will act as the sole and
exclusive Documentation Agents and that the Lead Arrangers will act as the sole
and exclusive Joint Lead Arrangers and Joint Bookrunners for the Facility.  You agree that no other agents, co-agents or
arrangers will be appointed, no other titles will be awarded and no
compensation (other than that expressly contemplated by the Draft Agreement and
the Fee Letters referred to below) will be paid in connection with the Facility
unless you and we shall so agree.


 


While the Commitment Parties do not presently intend
to syndicate the Facility, they reserve the right at any time after the date
hereof to syndicate the Facility to a group of financial institutions (together
with the Banks, the “Lenders”) identified by us in consultation with you
and reasonably acceptable to you.  In
such event you agree actively to use commercially reasonable efforts to assist the
Lead Arrangers in completing a syndication satisfactory to each of them until
the date the Banks complete a “Successful Syndication” (as defined in the Joint
Fee Letter).  Such assistance shall
include (a) use of commercially reasonable efforts to ensure that the
syndication efforts benefit materially from your existing lending
relationships, (b) direct contact between senior management and advisors of
the Borrower and prospective Lenders at mutually agreed times, (c) the
hosting, with the Lead Arrangers, of one or more meetings of prospective
Lenders (which may be by teleconference) and (d) as set forth in the next
paragraph, assistance in the preparation of materials to be used in connection
with the syndication (the “Information Materials”).


 


If requested, you will use commercially reasonable
efforts to assist us in preparing the Information Materials, including but not
limited to a Confidential Information Memorandum or lender slides, for
distribution to prospective Lenders.  If requested, you also will provide
reasonable assistance to us in preparing an additional version of the
Information Materials (the “Public-Side Version”) to be used by prospective Lenders’
public-side employees and representatives (“Public-Siders”) who do not
wish to receive material non-public information (within the meaning of
United States federal securities laws) with respect to the Borrower, its
affiliates and any of their respective securities (“MNPI”) and who may
be engaged in investment and other market-related activities with respect to
the Borrower’s or its affiliates’ securities or loans.  Before distribution of any Information
Materials, you agree to execute and deliver to us


 


1

















 


(i) a
letter in which you authorize distribution of the Information Materials to a
prospective Lender’s employees willing to receive MNPI (“Private-Siders”)
and (ii) a separate letter in which you authorize distribution of the
Public-Side Version to Public-Siders and represent that no MNPI is contained
therein.


 


The Borrower agrees that in
the event the Lead Arrangers elect to syndicate the Facility, the following
documents may be distributed to both Private-Siders and Public-Siders, unless
the Borrower advises the Lead Arrangers in writing (including by email) within
a reasonable time prior to their intended distribution that such materials
should be distributed only to Private-Siders: (a) administrative materials
prepared by the Lead Arrangers for prospective Lenders (such as a lender
meeting invitation, bank allocation, if any, and funding and closing
memoranda), (b) notification of changes in the Facility’s terms and (c) other
customary materials intended for prospective Lenders after the initial distribution
of Information Materials.  If you advise
us that any of the foregoing should be distributed only to Private-Siders, then
Public-Siders will not receive such materials without further discussions with
you.


 


In the event the Lead
Arrangers elect to syndicate the Facility, the Borrower hereby authorizes the
Lead Arrangers to distribute drafts of definitive documentation with respect to
the Facility to Private-Siders and Public-Siders.


 


As the Joint Lead Arrangers
and Joint Bookrunners, the Lead Arrangers will manage all aspects of any
syndication in consultation with you, including but not limited to decisions as
to the selection of institutions (which are reasonably acceptable to you) to be
approached and when they will be approached, when their commitments will be accepted, which institutions
will participate, the allocations of the commitments among the Lenders and the
amount and distribution of fees among the Lenders.  In acting as the Joint Lead Arrangers and Joint
Bookrunners, none of the Lead Arrangers will have any responsibility other than
to arrange the syndication as set forth herein and shall in no event be subject
to any fiduciary or other implied duties. 
Additionally, the Borrower acknowledges and agrees that, as Joint Lead
Arrangers and Joint Bookrunners, the Lead Arrangers are not advising the
Borrower as to any legal, tax, investment, accounting or regulatory matters in
any jurisdiction.  The Borrower shall
consult with its own advisors concerning such matters and shall be responsible
for making its own independent investigation and appraisal of the transactions
contemplated hereby, and the Lead Arrangers shall have no responsibility or
liability to the Borrower with respect thereto. 
Any review by the Lead Arrangers of the Borrower or its affiliates, the
Acquisition, the Business or its affiliates, the transactions contemplated
hereby or other matters relating to such transactions will be performed solely
for the benefit of the Commitment Parties and shall not be on behalf of the
Borrower.  Without limiting your
obligations to assist with syndication efforts as set forth herein, each Bank
agrees that the commencement or completion of such syndication is not a
condition to its commitments hereunder.


 


To assist the Lead Arrangers in their syndication
efforts, if any, you agree promptly to prepare and provide to the Lead
Arrangers from time to time up to and following the funding of the Facility all
reasonably available information with respect to the Borrower or its affiliates
(excluding its shareholders), the Acquisition, the Business and the
transactions contemplated hereby, including all financial information and
projections (the “Projections”), as we may reasonably request in
connection with the arrangement and syndication of the Facility.  You hereby represent and covenant that (a) all
written information (other than the Projections, general market data,
estimates, forward looking financial statements or budgets) (the “Information”)


 


2

















 


about the Borrower, its
subsidiaries and (to the best of your knowledge after due inquiry) the Business
that has been or will be made available to any Commitment Party by you or any
of your representatives is or will be, when furnished, complete and correct in
all material respects and does not or will not, when furnished (and taken as a
whole), 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) the Projections, estimates and forward looking financial
statements or budgets (collectively, the “Projection Materials”) that
have been or will be made available to the Commitment Parties by you or any of
your representatives have been or will be prepared in good faith based upon
assumptions believed by senior management of the Borrower to be reasonable at
the time made; it being understood that such Projection Materials are not to be
viewed as facts and are subject to significant uncertainties and contingencies,
many which are beyond your control, that no assurance can be given that any
particular Projection Materials will be realized, that actual results may
differ and that such differences may be material.  You understand that in arranging and
syndicating the Facility we may use and rely on the Information and Projections
without independent verification thereof.


 


As consideration for the commitments of the Banks
hereunder and the agreement of the Lead Arrangers to perform the services
described herein, you agree to pay to the Lenders the nonrefundable fees set
forth in the Draft Agreement and in the joint fee letter (the “Joint Fee
Letter”) and the administrative agent fee letter (the “Administrative
Agent Fee Letter” and, together with the Joint Fee Letter, the “Fee
Letters”), each dated the date hereof and delivered herewith.  The terms of the Fee Letters are an integral
part of the Commitment Parties’ commitments hereunder, and constitute part of
this Commitment Letter for all purposes hereof.


 


The commitments of the Banks  hereunder
and the agreement of the Lead Arrangers to perform the services described
herein are subject to (a) there not occurring or becoming known to us any material
adverse change since December 31, 2008 in the financial position or
business of the Borrower, its subsidiaries and the Business (taken as a whole
and giving pro forma effect to the Acquisition and related financing,), (b) there
not having occurred any “Material Adverse Change” (as defined in the
Sale and Purchase Agreement dated the date hereof between Alcan Corporation,
Alcan Holdings Switzerland AG and certain affiliates thereof and you relating
to the Acquisition), (c) our satisfaction that prior to and during the
syndication of the Facility, if any, until the obtaining of a “Successful
Syndication” (as defined in the Fee Letter) there shall be no competing
offering, placement or arrangement of any debt securities or bank financing by
or on behalf of the Borrower or any affiliate thereof (other than (i) any
of the foregoing the proceeds of which result in a reduction of the Commitments
hereunder or will be required, in accordance with the Draft Agreement, to be
used to prepay the Facility, (ii) other contemplated indebtedness
separately disclosed to us in writing and acknowledged by us to be permitted to
be offered, placed or arranged and (iii) Debt incurred under your existing
Long-Term Credit Agreement (without giving effect to any increase in commitments
beyond those accomplished by Amendment No. 1 thereto)) and (d) the
other conditions set forth in Section 4.01 of the Draft Agreement.  In addition, the commitments of the Banks and
the agreement of the Lead Arrangers to perform the services described herein
shall, in the event this Commitment Letter is accepted by you as provided in
the penultimate paragraph hereof, automatically terminate without further
action or notice at 5:00 p.m. (New York time) on March 31, 2010 if
definitive documentation for the Facility reasonably satisfactory to the
Lenders and their counsel shall not have been executed by such time.  Those matters that are not covered by the
provisions hereof and of the Draft


 


3

















 


Agreement are subject to
the approval and agreement of the Commitment Parties and the Borrower.


 


You agree (a) to indemnify and hold harmless the
Commitment Parties and their respective affiliates and their respective
officers, directors, employees, advisors and agents (each, an “indemnified
person”) from and against any and all losses, claims, damages and
liabilities to which any such indemnified person may become subject arising out
of or in connection with this Commitment Letter, the Fee Letters, the
Acquisition, the Facility, the use of the proceeds thereof or any related
transaction or any claim, litigation, investigation or proceeding relating to
any of the foregoing, regardless of whether (i) any indemnified person is
a party thereto, (ii) the transactions contemplated hereunder, including
without limitation, the Acquisition have been consummated and (iii) the
applicable claim is brought by you or your affiliates, equity holders or
creditors, and to reimburse each indemnified person upon demand for any legal
or other expenses incurred in connection with investigating or defending any of
the foregoing (limited to the fees, charges and expenses of one legal counsel
with respect to any matter (unless in the good faith judgment of an indemnified
person such counsel has a conflict of interest in its representation of such
indemnified person, in which case additional counsel, as needed, may be
utilized at the Borrower’s expense), in addition to local counsel as reasonably
deemed necessary by the indemnified persons), provided that the
foregoing indemnity will not, as to any indemnified person, apply to losses,
claims, damages, liabilities or related expenses to the extent they are found
by a final, non-appealable judgment of a court to arise from (i) the
willful misconduct or gross negligence of such indemnified person or (ii) disputes
among indemnified persons not involving (A) an act or omission (or alleged
act or omission) of the Borrower or any of its affiliates or (B) acts or
omissions of an indemnified person in its capacity as Administrative Agent or
Lead Arranger and (b) to reimburse the Commitment Parties and their
affiliates within 30 days of written demand (including documentation reasonably
supporting such demand) for all reasonable out-of-pocket expenses (including
due diligence expenses, syndication expenses, consultant’s fees and expenses,
travel expenses, and reasonable fees, charges and disbursements of one legal
counsel (unless in the good faith judgment of a Commitment Party such counsel
has a conflict of interest in its representation of such Commitment Party, in
which case additional counsel, as needed, may be utilized at the Borrower’s
expense), in addition to local counsel as reasonably deemed necessary by the
Commitment Parties) incurred in connection with the Facility and any related
documentation (including without limitation this Commitment Letter, the Fee
Letters and the definitive financing documentation) or the administration, enforcement,
amendment, modification or waiver thereof. 
No indemnified person shall be liable for any damages arising from the
use by others of Information or other materials obtained through electronic,
telecommunications or other information transmission systems other than to the
extent they are found by a final, non-appealable judgment of a court to arise
from the willful misconduct or gross negligence of the indemnified person.  No indemnified party shall be liable for any
special, indirect, consequential or punitive damages in connection with the
Facility.


 


This Commitment Letter shall not be assignable by you
without the prior written consent of each Commitment Party (and any purported
assignment without such consent shall be null and void), is intended to be
solely for the benefit of the parties hereto and is not intended to confer any
benefits upon, or create any rights in favor of, any person other than the
parties hereto and the indemnified persons. 
This Commitment Letter may not be amended or waived except by an instrument
in writing signed by you and each Commitment Party.  This Commitment Letter may be executed in any
number of counterparts, each of which shall be an original, and all of which,


 


4

















 


when taken together,
shall constitute one agreement.  Delivery
of an executed signature page of this Commitment Letter by facsimile
transmission or PDF electronic transmission shall be effective as delivery of a
manually executed counterpart hereof. 
This Commitment Letter and the Fee Letters are the only agreements that
have been entered into among us with respect to the Facility and set forth the
entire understanding of the parties with respect thereto.


 


This Commitment Letter shall be governed by, and
construed in accordance with, the laws of the State of New York (without giving
effect to conflicts of law principles other than Sections 5-1401
and 5-1402 of the New York General Obligations Law).  The Borrower
consents to the nonexclusive jurisdiction and venue of the state or federal
courts located in the City of New York with respect to matters referred to in
clause (a) of the following sentence. 
Each party hereto irrevocably waives, to the fullest extent permitted by
applicable law, (a) any right it may have to a trial by jury in any legal
proceeding arising out of or relating to this Commitment Letter, the Fee Letters,
the Acquisition or the other transactions contemplated hereby or thereby
(whether based on contract, tort or any other theory) and (b) any
objection that it may now or hereafter have to the laying of venue of any such
legal proceeding in the state or federal courts located in the City of New
York.


 


This Commitment Letter is delivered to you on the
understanding that none of this Commitment Letter, the Draft Agreement or the
Fee Letters nor any of their terms or substance shall be disclosed, directly or
indirectly, to any other person without our prior written approval except (a) to
your officers, directors, agents, employees, affiliates, attorneys,
accountants, and advisors who are directly involved in the consideration of
this matter and for whom you shall be responsible for any breach by any one of
them of this confidentiality undertaking, (b) in the case of the foregoing
other than the Fee Letters, the rating agencies, or (c) as may be
compelled in a judicial or administrative proceeding or as otherwise required
by law (in which case you agree to inform us promptly thereof to the extent
lawfully permitted to do so).  Notwithstanding the foregoing, following its
acceptance by the Borrower, the Commitment Letter and the Draft Agreement
(without the Fee Letters) may be disclosed to Rio Tinto plc and its officers,
directors, agents, employees, affiliates, attorneys, accountants, and advisors
who are directly involved in the Acquisition and have been instructed to
maintain the confidentiality thereof.


 


Each Commitment Party agrees until the second
anniversary of the date hereof to keep confidential, and not to publish,
disclose or otherwise divulge, information regarding you or the Business
obtained from or on behalf of you (including information provided by the Seller
at your direction) in connection with the transactions contemplated hereby,
except that the Commitment Parties shall be permitted to disclose such
confidential information (a) to their respective directors, officers,
agents, employees, attorneys, accountants and advisors, and to their respective
affiliates who are directly involved in the consideration of the transactions
contemplated hereby and are made aware of and instructed to comply with the
provisions of this paragraph, in each case on a confidential and need-to-know
basis; (b) on a confidential basis to any bona fide potential Lender that agrees
to keep such information confidential in accordance with the provisions of this
paragraph or other customary confidentiality undertakings reasonably acceptable
to you; (c) as required by applicable law, regulation or compulsory legal
process (in which case we agree to inform you promptly thereof to the extent
lawfully permitted to do so); (d) to the extent requested by any bank
regulatory authority; (e) to the extent such information:  (i) is or becomes publicly available
other than as a result of a breach of this paragraph or (ii) is or becomes
available to the Commitment Parties on a non-confidential basis from a source
other


 


5

















 


than you or on your
behalf; (f) to the extent you shall have consented to such disclosure in
writing; or (g) in protecting and enforcing the Commitment Parties’ rights
with respect to this Commitment Letter or the transactions contemplated hereby.


 


You acknowledge that the Commitment Parties and their
affiliates may be providing debt financing, equity capital or other services
(including financial advisory services) to other companies in respect of which
you may have conflicting interests regarding the transactions described herein
and otherwise.  No Commitment Party will
use confidential information obtained from you by virtue of the transactions
contemplated by this letter or their other relationships with you in connection
with the performance by any Commitment Party of services for other companies,
and no Commitment Party will furnish any such information to other
companies.  You also acknowledge that the
Commitment Parties have no obligation to use in connection with the
transactions contemplated by this letter, or to furnish to you, confidential
information obtained from other companies.


 


The compensation, reimbursement, indemnification,
jurisdiction and confidentiality provisions contained herein and in the Fee
Letters shall remain in full force and effect regardless of whether definitive
financing documentation shall be executed and delivered and notwithstanding the
termination of this Commitment Letter or the commitments of the Banks hereunder;
provided, that such compensation, reimbursement, indemnification, jurisdiction
and confidentiality (as to matters other than the Fee Letters) provisions shall
automatically terminate and be superseded by the provisions of the definitive
documentation for the Facility upon the execution thereof, and you and we shall
automatically be released from all liability in connection therewith at such
time.  You may terminate the Lenders’
commitments hereunder at any time subject to the provisions of the preceding
sentence.  Each of the Commitment Parties
hereby notifies you that, pursuant to the requirements of the USA Patriot Act,
Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “Patriot
Act”), it is required to obtain, verify and record information that
identifies the Borrower and each Subsidiary Guarantor (as defined in the Draft
Agreement), which information includes names and addresses and other
information that will allow such Commitment Party to identify the Borrower and
each Subsidiary Guarantor in accordance with the Patriot Act.


 


If the foregoing correctly sets forth our agreement,
please indicate your acceptance of the terms and conditions hereof and of the
Fee Letters by returning to us executed counterparts hereof and of the Fee
Letters not later than 5:00 p.m., New York City time, on July 6, 2009.  The commitments of the Banks and the
agreements of the Lead Arrangers herein will expire at such time in the event
the Banks have not received such executed counterparts in accordance with the
immediately preceding sentence.


 


The Commitment Parties are pleased to have been given
the opportunity to assist you in connection with this important financing.


 


[signature page follows]


 


6

















 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  J.P. MORGAN SECURITIES INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA CAPITAL MARKETS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BNP PARIBAS SECURITIES CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
											



 


[Signature page to
Bemis Company, Inc. Commitment Letter]


 

















 


	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANC
  OF AMERICA SECURITIES LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
						



 


[Signature page to Bemis Company, Inc. Commitment
Letter]


 

















 


Accepted
and agreed to as of


the
date first written above by:


 


BEMIS
COMPANY, INC.


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


[Signature page to Bemis Company, Inc. Commitment
Letter]


 





















 


Annex I


 


SOURCES AND USES TABLE


 


	
  Sources:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Stock
  Consideration

  	
   

  	
  $

  	
  200,000,000

  	
   

  
	
   

  	
  Cash
  / Existing Revolving Credit Facility(1)

  	
   

  	
  $

  	
  257,500,000

  	
  (2)

  
	
   

  	
  Term
  Loan Bridge Facility(3)

  	
   

  	
  $

  	
  800,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total
  Sources

  	
   

  	
  $

  	
  1,257,500,000

  	
   

  
	
  Uses:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Acquisition
  Payment

  	
   

  	
  $

  	
  1,213,000,000

  	
   

  
	
   

  	
  One-Time
  Financing, M&A, Other Fees

  	
   

  	
  $

  	
  36,000,000

  	
   

  
	
   

  	
  Amortized
  Financing Fees

  	
   

  	
  $

  	
  8,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total
  Uses

  	
   

  	
  $

  	
  1,257,500,000

  	
   

  



 






(1)           Giving effect to $200,000,000
accordion increase.


 


(2)           Draws on the Borrower’s existing
revolving credit facility to be reduced by the amount of any reductions in the
cash purchase price of the Acquisition.


 


(3)           Subject to replacement by bonds or
other sources.