Exhibit 10.1


EXECUTION COPY




	
  CREDIT SUISSE SECURITIES
  (USA) LLC

  	
   

  	
  CREDIT SUISSE

  	 

	
  Eleven Madison
  Avenue

  	
   

  	
  Eleven Madison
  Avenue

  	 

	
  New York, NY
  10010

  	
   

  	
  New York, NY
  10010

  	 

	
   

  	
   

  	
   

  	 

	
  BANK OF AMERICA,
  N.A.

  	 

	
  BANC OF AMERICA
  SECURITIES LLC

  	 

	
  BANC OF AMERICA
  BRIDGE LLC

  	 

	
  9 West 57th
  Street

  	 

	 
	
  New York, NY
  10019

  
					






 


CONFIDENTIAL


July 15, 2007


ReAble Therapeutics Finance LLC


9800 Metric Blvd.

Austin, TX 78758


Attention:


with
a copy to:


The Blackstone Group 

345 Park Avenue


New
York, NY 10154 

Attention:  Chinh E. Chu and Julia Kahr


Project David 

Commitment Letter


Ladies
and Gentlemen:


You have advised each of Credit Suisse (“CS”), Credit Suisse Securities (USA) LLC
(“CS Securities”
and, together with CS and their respective affiliates, “Credit Suisse”), Bank
of America, N.A., (“Bank
of America”), Banc of America Securities LLC (“BAS”) and Banc of
America Bridge LLC (“Banc
of America Bridge”, and together with Bank of America, BAS and
Credit Suisse, “we”
or “us”)
that ReAble Therapeutics Finance LLC (the “Borrower” or “you”), a Delaware limited liability
company controlled by the Blackstone Group and its affiliates (collectively, “Blackstone” or the “Sponsor”) and certain
other investors (including members of management), will acquire, through the
merger (the “Merger)
of DJO Incorporated, a Delaware corporation (the “Target”), with your newly formed
wholly-owned subsidiary, Reaction Acquisition Merger Sub, Inc., (“Merger Sub”), with the Target as the surviving
corporation in such Merger, all of the outstanding equity interests of the
Target, and that you intend to consummate the other Transactions described
herein (such term and each other capitalized term used but not defined herein
having the meaning assigned to such term in the Summary of Principal Terms and
Conditions attached hereto as Exhibit A (the “Senior Facilities Term Sheet”)).













You have further advised CS, Bank of America and Banc of America Bridge
(collectively, the “Initial
Lenders”) that, in connection therewith, it is intended that the
financing for the Transactions will include:


(a) the senior secured credit facilities (the “Senior Facilities”)
described in the Senior Facilities Term Sheet, in an aggregate principal amount
of up to (i) with respect to the Term B Facility, $1,055 million and (ii) with
respect to the Revolving Facility, $100 million;


(b) either (i) up to $575 million in aggregate principal amount of
senior unsecured notes, which, at your election, may include up to $200 million
in aggregate principal amount of senior unsecured PIK election notes (the “Senior Unsecured Notes”)
in a public offering or in a Rule 144A or other private placement or (ii) if
all or any portion of the Senior Unsecured Notes are not issued on or prior to
the Closing Date (as defined below), up to $575 million of senior unsecured
increasing rate loans, which, at your election, may include up to $200 million
in senior PIK election increasing rate loans (the “Senior Unsecured Bridge Loans”
or the “Bridge Loans”)
under the senior unsecured credit facility (the “Senior Unsecured Bridge Facility” or the
“Bridge Facility”)
described in the Summary of Principal Terms and Conditions attached hereto as
Exhibit B (the “Bridge
Term Sheet” and, together with the Senior Facilities Term Sheet,
the “Term Sheets”);
and


(c) the Borrower’s existing 11.75% senior subordinated notes due 2014
(the “Existing Notes”
and, together with the Senior Unsecured Notes, the “Notes”) will remain
outstanding after giving effect to the Transactions.


The Senior Facilities and the Bridge Facility are collectively referred
to herein as the “Facilities”.


1.     Commitments.


In connection with the foregoing, (a) Credit Suisse
is pleased to advise you of its commitment to provide 60% of the principal
amount of each of the Senior Facilities and (b) Bank of America is please to
advise you of its commitment to provide 40% of the principal amount of each of
the Senior Facilities, in each case upon the terms and subject to the
conditions set forth or referred to in this commitment letter (including the
Term Sheets and other attachments hereto, this “Commitment Letter”). In connection with
the foregoing, (a) Credit Suisse is pleased to advise you of its commitment to
provide 60% of the principal amount of the Bridge Facility and (b) Banc of
America Bridge is pleased to advise you of its commitment to provide 40% of the
principal amount of the Bridge Facility, in each case upon the terms and
subject to the conditions set forth or referred to in this Commitment Letter.
The commitments and obligations of the Initial Lenders hereunder are several
and not joint.


2.     Titles and Roles.


It is agreed that CS Securities (the “Lead Arranger”) and
BAS will act as joint lead arrangers and joint bookrunners for the Facilities
(collectively, the “Joint
Lead Arrangers”).  It is agreed that CS Securities shall have “left
placement” in any and all marketing materials or other documentation used in
connection with each of the Facilities and to hold the leading role and
responsibilities conventionally associated with such “left” placement, including
maintaining sole “physical books” in respect of each of the Facilities, and BAS
will have “right” placement in respect of each of the Facilities. No
compensation (other than that expressly contemplated by this 



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Commitment Letter and the Fee Letters referred to below) will be paid
to any Lender in connection with the Facilities unless you and we shall so
agree.


3.     Syndication.


Each Initial Lender reserves the right, prior to or
after the execution of definitive documentation for the Facilities, to
syndicate all or a portion of such Initial Lender’s commitment hereunder to a
group of banks, financial institutions and other institutional lenders
(together with the Initial Lenders, the “Lenders”) identified by such Initial Lender
in consultation with you and reasonably acceptable to them and you (your
consent not to be unreasonably withheld or delayed); provided, that, notwithstanding each Initial Lender’s right
to syndicate the Facilities and receive commitments with respect thereto, such
Initial Lender may not assign all or any portion of its commitment hereunder
prior to the date of the initial funding under the Senior Facilities (the “Closing Date”) except
to any of its affiliates, provided
that any such assignment to an affiliate will not relieve the assignor from any
of its obligations hereunder unless and until such affiliates shall have funded
the portion of the Commitment so assigned. 
Without limiting your obligations to assist with syndication efforts as
set forth below, it is understood that the Initial Lenders’ commitments
hereunder are not subject to syndication of the Facilities.  You agree to use commercially reasonable
efforts to provide us with a period of at least 20 consecutive calendar days
following the launch of the general syndication of the Senior Facilities and
immediately prior to the Closing Date to syndicate the Senior Facilities.  We intend to commence syndication efforts
promptly upon the execution of this Commitment Letter and as part of its
syndication efforts, it is our intent to have Lenders commit to the Facilities
prior to the Closing Date.  You agree
actively to assist us in completing a timely syndication that is reasonably
satisfactory to us and you.  Such
assistance shall include, without limitation, (a) your using commercially
reasonable efforts to ensure that any syndication efforts benefit materially
from your existing lending and investment banking relationships and the
existing lending and investment banking relationships of the Sponsor and, to
the extent practical and appropriate, the Target, (b) direct contact between
senior management, representatives and advisors of you and representatives and
advisors of the Sponsor, and your using commercially reasonable efforts to
cause to occur direct contact between senior management, representatives and
advisors of the Target, and the proposed Lenders at times mutually agreed upon,
(c) assistance by you and the Sponsor, and your using commercially reasonable
efforts to cause to occur assistance by the Target, in the preparation of a
customary Confidential Information Memorandum for the Facilities and other
customary marketing materials to be used in connection with the syndications,
(d) your providing or causing to be provided a detailed business plan or
projections of the Borrower and its subsidiaries for the years 2007 through
2014, (e) prior to the launch of the syndications, using your commercially
reasonable efforts to (i) procure ratings for each of the Facilities and the
Notes from each of Standard & Poor’s Ratings Services (“S&P”) and Moody’s
Investors Service, Inc. (“Moody’s”)
and (ii) procure a reaffirmation of the corporate rating from S&P and the
corporate family rating from Moody’s, in each case in respect of the Borrower,
and (f) the hosting, with the Lead Arranger, of one or more meetings of
prospective Lenders at times mutually agreed upon.


The Lead Arranger will, in consultation with the
other Joint Lead Arranger and you, manage all aspects of any syndication,
including decisions as to the selection of institutions to be approached and
when they will be approached, when their commitments will be accepted, which
institutions will participate (subject to your consent rights set forth in the
preceding paragraph), the allocation of the commitments among the Lenders and
the amount and distribution of fees among the Lenders.  To assist the Lead Arranger in its
syndication efforts, you agree to use commercially reasonable efforts to
prepare and provide promptly to us (and to use commercially reasonable efforts
to cause the Sponsor and the Target to provide) to the Lead Arranger all 



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customary information available to you with respect to you, the Target
and each of your and their respective subsidiaries, the Transactions and the
other transactions contemplated hereby, including all financial information and
projections (including financial estimates, forecasts and other forward-looking
information, the “Projections”),
as the Lead Arranger may reasonably request in connection with the syndication
of the Facilities.


4.     Information.


You hereby represent and warrant that, (a) all
written information and written data (other than the Projections and
information of a general economic or general industry nature) (the “Information”) that
has been or will be made available to us by you, the Target, the Sponsor or any
of your and their respective representatives, in connection with the
transactions contemplated hereunder (supplemented as contemplated herein),
taken as a whole, is or will be, when furnished, complete and correct in all
material respects and does not or will not, when furnished, 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
(after giving effect to all supplements thereto), it being understood that the
representations set forth in this clause (a) with respect to the Target shall
be to the best of your knowledge, and (b) the Projections that have been or
will be made available to us by you, the Target, the Sponsor or any of your and
their respective representatives have been or will be prepared in good faith
based upon assumptions that are believed by you to be reasonable at the time
made and at the time the related Projections are made available to the us.  You agree that if at any time prior to the
closing of the Facilities any of the representations in the preceding sentence
would be incorrect in any material respect if the Information and Projections
were being furnished, and such representations were being made, at such time,
then you will promptly supplement the Information and the Projections so that
such representations will be correct in all material respects under those
circumstances.  In arranging and
syndicating the Facilities, we will be entitled to use and rely primarily on
the Information and the Projections without responsibility for independent
verification thereof.


You hereby acknowledge that (a) we will make
available Information and Projections to the proposed syndicate of Lenders and
(b) certain of the Lenders may be “public side” Lenders (i.e. Lenders that do
not wish to receive material non-public information with respect to the Target,
the Borrower or their respective securities) (each, a “Public Lender”).  If reasonably requested, you will assist us
(and you will use commercially reasonable efforts to cause the Target to assist
us) in preparing an additional version of the confidential information memorandum
to be used by Public Lenders.  The
information to be included in the additional version of the confidential
information memorandum will be substantially consistent with the information
included in any public filing made with the Securities and Exchange Commission
by you and the Target and with the information included in the offering
memorandum for the offering of the Senior Unsecured Notes.  You agree to use commercially reasonable
efforts to identify that portion of the Information that may be distributed to
the Public Lenders as “PUBLIC”.  You
acknowledge that the following documents may be distributed to Public Lenders
(unless you notify us promptly that any such document contains material
non-public information with respect to you, the Target or your or their
respective securities): (a) drafts and final definitive documentation with
respect to the Facilities; (b) administrative materials prepared by us for
prospective Lenders (such as a lender meeting invitation, allocations and
funding and closing memoranda); and (c) notification of changes in the terms of
the Facilities.



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5.     Fees.


As consideration for the commitments of the Initial
Lenders hereunder and our agreement to perform the services described herein,
you agree to pay the fees set forth in this Commitment Letter and in the Fee
Letter and in the Administrative Agent Fee Letter (collectively, the “Fee Letters”), each
dated the date hereof and delivered herewith with respect to the
Facilities.  Once paid, such fees shall
not be refundable under any circumstances, except as expressly set forth in the
Fee Letters.


6.     Conditions Precedent.


The commitments of the Initial Lenders hereunder and
its agreement to perform the services described herein are subject to (a) our
reasonable satisfaction that, prior to and during the syndications of the
Facilities, there shall be no competing issues of debt securities or commercial
bank or other credit facilities of you, the Target or any of your or their
respective subsidiaries or parent companies being offered, placed or arranged
(other than the Notes and any indebtedness permitted to be incurred by the
Target pursuant to the Merger Agreement (as hereinafter defined)) and (b) the
other conditions set forth in the Term Sheets and the other exhibits hereto.


In addition, the commitments of the Initial Lenders
hereunder are subject to the negotiation, execution and delivery of definitive
documentation with respect to the Facilities (the “Facilities Documentation”),
which shall, in each case, be consistent with this Commitment Letter and the
Term Sheets (provided that,
notwithstanding anything in this Commitment Letter, the Fee Letters, the
Facilities Documentation or any other letter agreement or other undertaking
concerning the financing of the Transactions to the contrary, (i) the only
representations relating to you, the Target, your and its subsidiaries and your
and its business the making of which shall be a condition to availability of
the Facilities on the Closing Date shall be (A) such of the representations
made by the Target in the Agreement and Plan of Merger, dated as of July 15,
2007 among you, Merger Sub and the Target (in such form as has been provided to
us on the date hereof prior to execution of this Commitment Letter) (the “Merger Agreement”),
as are material to the interests of the Lenders, but only to the extent that
you have the right to terminate your obligations under the Merger Agreement as
a result of a breach of such representations in the Merger Agreement and (B)
the Specified Representations (as defined below) and (ii) the terms of the
Facilities Documentation shall be in a form such that they do not impair
availability of the Facilities on the Closing Date if the conditions set forth
herein and in the Term Sheets are satisfied (it being understood that, to the
extent any Collateral (as defined in Exhibit A hereto) (other than the pledge
and perfection of the security interests in the capital stock of domestic
subsidiaries held by the Borrower and the Guarantors (to the extent required
under the Senior Facilities Term Sheet) and other assets pursuant to which a
lien may be perfected by the filing of a financing statement under the Uniform
Commercial Code) is not provided on the Closing Date after your use of
commercially reasonable efforts to do so, the delivery of such Collateral shall
not constitute a condition precedent to the availability of the Facilities on
the Closing Date but shall be required to be delivered after the Closing Date
pursuant to arrangements and timing to be mutually agreed)).  Those matters that are not covered by or made
clear under the provision of this Commitment Letter are subject to the approval
and agreement of us and you; provided
that such approvals and agreements shall be in a manner that is consistent with
the Term Sheets and customary and appropriate for transactions of this type
with affiliates of the Sponsor.  For
purposes hereof, “Specified
Representations” means the representations and warranties set
forth in the Term Sheets relating to corporate power and authority, the
enforceability of the Facilities Documentation, Federal Reserve margin
regulations, the Investment Company Act and status of the Senior Facilities and
Bridge Facility as senior debt.



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7.     Indemnification; Expenses.


You agree (a) to indemnify and hold harmless us and
our respective affiliates and controlling persons and the respective officers,
directors, employees, agents, members and successors of each of the foregoing
(each, an “Indemnified
Person”) from and against any and all losses, claims, damages,
liabilities and expenses, joint or several, to which any such Indemnified
Person may become subject arising out of or in connection with this Commitment
Letter (including the Term Sheets), the Fee Letters, the Transactions, the
Facilities and the use of the proceeds thereof or any transaction contemplated
hereby or any claim, litigation, investigation or proceeding relating to any of
the foregoing, regardless of whether any such Indemnified Person is a party
thereto, and to reimburse each such Indemnified Person upon demand for any
reasonable documented out-of-pocket legal or other expenses incurred in
connection with investigating or defending any of the foregoing; 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 resulted from the willful
misconduct, bad faith or gross negligence of, or material breach of this
Commitment Letter by, such Indemnified Person or any of its affiliates or controlling
persons or any of the officers, directors, employees, agents or members of any
of the foregoing and (b) to reimburse us and each Indemnified Person from time
to time, upon presentation of a summary statement, for all reasonable
out-of-pocket expenses (including but not limited to expenses of our due
diligence investigation, syndication expenses, travel expenses and reasonable
fees, disbursements and other charges of our counsel to identified in the Term
Sheets and of a single local counsel to us in each relevant jurisdiction (and
of additional counsel if an actual conflict of interest exists between
Indemnified Parties)), in each case incurred in connection with the Facilities
and the preparation of this Commitment Letter, the Fee Letters, the definitive
documentation for the Facilities and any security arrangements in connection
therewith (collectively, the “Expenses”); provided that
you shall not be required to reimburse any of the Expenses in the event the
Closing Date does not occur.  Notwithstanding
any other provision of this Commitment Letter, no Indemnified Person shall be
liable for (i) any damages arising from the use by others of information or
other materials obtained through electronic, telecommunications or other
information transmission systems, except to the extent such damages have
resulted from the willful misconduct, bad faith or gross negligence of such
Indemnified Person or any of its affiliates or controlling persons or any of
the officers, directors, employees, agents or members of any of the foregoing
or (ii) any indirect, special, punitive or consequential damages in connection
with its activities related to the Facilities.


8.     Sharing Information; Absence of Fiduciary Relationship;
Affiliate Activities.


None of the Initial Lenders, the Joint Lead
Arrangers nor any of their respective affiliates will use confidential
information obtained from you or the Sponsor by virtue of the transactions
contemplated by this Commitment Letter or any of their other relationships with
you or the Sponsor in connection with the performance by them and their
affiliates of services for other persons, and none of the Joint Lead Arrangers,
the Initial Lenders nor any of their respective affiliates will furnish any
such information to other persons.  You
also acknowledge that none of the Initial Lenders, the Joint Lead Arrangers nor
any of their respective affiliates have any obligation to use in connection
with the transactions contemplated by this Commitment Letter, or to furnish to
you, confidential information obtained by them or their affiliates from other
persons.  In addition, the Initial
Lenders and the Joint Lead Arrangers may employ the services of any of its
affiliates in providing certain services hereunder (it being understood that if
any such affiliate does not provide such services, the Joint Lead Arrangers or
the Initial Lenders shall provide such services) and may exchange with such
affiliates information concerning you, the Target, the Sponsor and other
companies that may be the subject of this arrangement, and such affiliates
shall 



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be entitled to the benefits and subject to the obligations afforded to
the Joint Lead Arrangers and the Initial Lenders hereunder.


9.     Assignments; Amendments;
Governing Law, Etc.


This Commitment Letter and the commitments hereunder
shall not be assignable by you (except, upon reasonable notice to us, to any of
your affiliates that is controlled by you and newly formed solely in connection
with the Merger) without the prior written consent of each of us (and any
attempted assignment without such consent shall be null and void), is intended
to be solely for the benefit of the parties hereto (and Indemnified Persons),
is not intended to confer any benefits upon, or create any rights in favor of,
any person other than the parties hereto (and Indemnified Persons).  You acknowledge that we will be acting
pursuant to a contractual relationship on an arm’s length basis and in no event
do the parties intend that we act or be responsible as a fiduciary to you or to
your  or their management, stockholders,
creditors or to any other person.  Any
and all obligations of, and services to be provided by, us hereunder
(including, without limitation, its commitments) may be performed, and any and
all of our rights hereunder may be exercised, by or through any of its
affiliates or branches.  This Commitment
Letter may not be amended or any provision hereof waived or modified except by
an instrument in writing signed by us and you. 
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 of this Commitment Letter by facsimile
or other electronic transmission shall be effective as delivery of a manually
executed counterpart hereof.  This
Commitment Letter and, together with the Fee Letters dated the date hereof,
supersedes all prior understandings, whether written or oral, among us with
respect to the Facilities and sets forth the entire understanding of the
parties hereto with respect thereto. 
THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK;
provided, however,
that the interpretation of the definition of Material Adverse Effect (and
whether or not a Material Adverse Effect has occurred) in this Commitment
Letter shall be governed by, and construed in accordance with, the laws of the
State of Delaware, regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof.


10.   Waiver of Jury Trial.


EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT
BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT
LETTER OR THE FEE LETTERS OR THE PERFORMANCE OF SERVICES HEREUNDER OR
THEREUNDER.


11.   Jurisdiction.


Each of the parties hereto hereby irrevocably and
unconditionally (a) submits, for itself and its property, to the non-exclusive
jurisdiction of any New York State court or Federal court of the United States
of America sitting in New York City, and any appellate court from any thereof,
in any action or proceeding arising out of or relating to this Commitment
Letter or the Fee Letters or the transactions contemplated hereby or thereby,
or for recognition or enforcement of any judgment, and agrees that all claims
in respect of any such action or proceeding may be heard and determined in such
New York State or, to the extent permitted by law, in such Federal court, (b)
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating 



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to this Commitment Letter or the transactions contemplated hereby in
any New York State or in any such Federal court and (c) waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.


12.   Confidentiality.


This Commitment Letter is delivered to you on the
understanding that none of the Fee Letters and their terms or substance, or,
prior to your acceptance hereof, this Commitment Letter and its terms or
substance, or our activities pursuant hereto or to the Fee Letters shall be
disclosed, directly or indirectly, to any other person or entity (including
other lenders, underwriters, placement agents, advisors or any similar persons)
except (a) to the Sponsor and to your and its officers, directors, employees,
members, partners, stockholders, attorneys, accountants, advisors and other
agents on a confidential and need-to-know basis, (b) if we consent to such
proposed disclosure, (c) pursuant to the order of any court or administrative
agency in any pending legal or administrative proceeding, or otherwise as
required by applicable law or compulsory legal process (in which case you, to
the extent permitted by law, agree to inform us promptly thereof) or (d) the
existence and contents of the Term Sheets to any rating agency in connection
with the Transactions; provided
that (i) you may disclose this Commitment Letter and the contents hereof (and
the nature of the provisions related to “market flex” in the Fee Letter) to the
Target and its officers, directors, employees, attorneys, accountants, advisors
and other agents, on a confidential and need-to-know basis, and (ii) you may
disclose the Commitment Letter and its contents in any public filing with the
Securities and Exchange Commission or any applicable stock exchange or in any
prospectus or offering memorandum relating to the Notes; provided, further,
that the foregoing restrictions shall cease to apply (except in respect of the
Fee Letters and the contents thereof) after the Facilities Documentation shall
have been executed and delivered by the parties thereto.


We and our affiliates will use all confidential
information provided to it or such affiliates by or on behalf of you, the
Sponsor, the Target or any of your or their respective subsidiaries or
affiliates hereunder solely for the purpose of providing the services which are
the subject of this Commitment Letter and shall treat confidentially all such
information; provided that
nothing herein shall prevent the us from disclosing any such information (a)
pursuant to the order of any court or administrative agency or in any pending
legal or administrative proceeding, or otherwise as required by applicable law
or compulsory legal process (in which case we, to the extent permitted by law,
agree to inform you promptly thereof), (b) upon the request or demand of any
regulatory authority having jurisdiction over us or any of our affiliates, (c)
to the extent that such information becomes publicly available other than by
reason of improper disclosure by us or any of our affiliates, (d)  to the extent that such information is
received by us from a third party that is not to our’ knowledge subject to
confidentiality obligations to you, (e) to the extent that such information is
independently developed by us, (f) to our affiliates and our officers,
directors, employees, partners, legal counsel, independent auditors and other
experts or agents who need to know such information in connection with the
Transactions and are informed of the confidential nature of such information,
(g) to potential Lenders, participants or assignees who agree to be bound by
the terms of this paragraph (or language substantially similar to this
paragraph) or (h) for purposes of establishing a “due diligence” defense.  Our obligations under this paragraph shall
automatically terminate and be superseded by the confidentiality provisions in
the definitive documentation relating to the Facilities upon the initial
funding thereunder.



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13.   Surviving Provisions.


The 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 Initial Lenders’ commitment
hereunder; provided that your
obligations under this Commitment Letter, other than those relating to
confidentiality, shall automatically terminate and be superseded by the
definitive documentation relating to the Facilities upon the initial funding
thereunder (or, in the case any Notes are issued on the Closing Date, upon the
initial funding of the Senior Facilities only), and you shall be released from
all liability in connection therewith at such time.


As you know, each of Credit Suisse, Bank of America,
BAS and Banc of America Bridge 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, Credit Suisse, Bank of America, BAS and Banc of America Bridge
or their respective affiliates may actively trade the debt and equity
securities (or related derivative securities) of you or the Target and other
companies which may be the subject of the arrangements contemplated by this
letter for its own account and for the accounts of its customers and may at any
time hold long and short positions in such securities.  Credit Suisse, Bank of America, BAS and Banc
of America Bridge or their 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 of you, the
Target or other companies which may be the subject of the arrangements
contemplated by this letter. You acknowledge that Credit Suisse, Bank of
America, Bank of America Bridge and BAS or their respective affiliates may be
providing financing or other services to parties whose interests may conflict
with yours.


We and our affiliates, (collectively, the “Commitment Parties”)
may have economic interests that conflict with those of you, the Sponsor or the
Target.  You agree that each Commitment
Party will act under this letter as an independent contractor and that nothing
in this Commitment Letter or the Fee Letters or otherwise will be deemed to
create an advisory, fiduciary or agency relationship or fiduciary or other
implied duty between any Commitment Party, on the one hand and you or the
Target and your and the Target’s 
respective stockholders and affiliates, on the other hand.  You acknowledge and agree that (i) the
transactions contemplated by this Commitment Letter and the Fee Letters are arm’s-length
commercial transactions between the Commitment Parties, on the one hand, and
you, on the other, (ii) in connection therewith and with the process leading to
such transaction each Commitment Party is acting solely as a principal and not
the agent or fiduciary of you or the Target, your or its management
stockholders, creditors or any other person, (iii) no Commitment Party has
assumed an advisory or fiduciary responsibility in favor of you or the Target
with respect to the transactions contemplated hereby or the process leading
thereto (irrespective of whether any Commitment Party or any of their affiliates
has advised or is currently advising you or the Target or any of your or the
Target’s respective affiliates on other matters) or any other obligation to you
or the Target or your or the Target’s respective affiliates except the
obligations expressly set forth in this Commitment Letter and the Fee Letters
and (iv) you and the Target have each consulted your and its own legal and
financial advisors to the extent it deemed appropriate.  You further acknowledge and agree that you
are responsible for making your own independent judgment with respect to such
transactions and the process leading thereto.



 9
 









14.   PATRIOT Act Notification.


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”), we and each other Lender is required to obtain, verify
and record information that identifies the Borrower and the Guarantors, which
information includes the name, address, tax identification number and other
information regarding the Borrower and the Guarantors that will allow the us or
such Lender to identify the Borrower and the Guarantors in accordance with the
Patriot Act.  This notice is given in
accordance with the requirements of the Patriot Act and is effective as to the
us and each Lender.


15.   Acceptance and Termination.


If the foregoing correctly sets forth our agreement, please indicate
your acceptance of the terms of this Commitment Letter 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 20, 2007.  The Initial Lenders’ commitments hereunder
and agreements contained herein will expire at such time in the event that we
have not received such executed counterparts in accordance with the immediately
preceding sentence.  In the event that
the initial borrowing in respect of the Senior Facilities does not occur on or
before March 15, 2008 (or such earlier date on which the Merger Agreement
terminates), then this Commitment Letter and our commitments and undertakings
hereunder shall automatically terminate unless it shall, in its discretion,
agree to an extension.


BY SIGNING THIS
COMMITMENT LETTER, EACH OF THE PARTIES HERETO HEREBY ACKNOWLEDGES AND AGREES
THAT (A) BANK OF AMERICA IS OFFERING TO PROVIDE THE SENIOR FACILITIES SEPARATE
AND APART FROM BANC OF AMERICA BRIDGE’S OFFER TO PROVIDE THE BRIDGE FACILITY
AND (B) BANC OF AMERICA BRIDGE IS OFFERING TO PROVIDE THE BRIDGE FACILITY
SEPARATE AND APART FROM THE OFFER BY BANK OF AMERICA TO PROVIDE THE SENIOR
FACILITIES.  YOU MAY, AT YOUR OPTION,
ELECT TO ACCEPT THIS COMMITMENT LETTER (AND THE APPLICABLE PROVISIONS OF THE
FEE LETTER) WITH RESPECT TO EITHER THE SENIOR FACILITIES OR THE BRIDGE FACILITY
OR BOTH.



 10














We
are pleased to have been given the opportunity to assist you in connection with
the financing for the Merger.


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE SECURITIES (USA) LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Holly
  Sheffield

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Judith Smith

  	
   

  
	
   

  	
  Name: Judith
  Smith

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Doreen Barr

  	
   

  
	
   

  	
  Name: Doreen
  Barr

  
	
   

  	
  Title: Vice
  President

  



 


[SIGNATURE PAGE TO COMMITMENT LETTER]


 











 


	
  

  	
  BANC OF AMERICA SECURITIES 

  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ K.
  James Pirouz

  	
   

  
	
   

  	
  Name: K. James
  Pirouz

  
	
   

  	
  Title: Principal

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANC OF AMERICA BRIDGE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ K.
  James Pirouz

  	
   

  
	
   

  	
  Name: K. James
  Pirouz

  
	
   

  	
  Title: Principal

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ K.
  James Pirouz

  	
   

  
	
   

  	
  Name: K. James
  Pirouz

  
	
   

  	
  Title: Principal

  



 


[SIGNATURE PAGE TO
COMMITMENT LETTER]











Accepted and agreed to as of

the date first above written:




	
  REABLE
  THERAPEUTICS FINANCE LLC

  
	
   

  
	
   

  
	
  By

  	
  /s/ Harry L. Zimmerman

  	
   

  
	
   

  	
  Name: Harry L. Zimmerman

  
	
   

  	
  Title: EVP – General Counsel

  



 


[SIGNATURE PAGE TO COMMITMENT LETTER]











 


 


	
  CONFIDENTIAL

  	
  EXHIBIT A

  



 


Project
David

Senior Secured Credit Facilities

Summary of Principal Terms and Conditions


	
  Borrower:

  	
  ReAble Therapeutics
  Finance LLC (the “Borrower”), a Delaware limited liability company and
  a wholly-owned indirect subsidiary of ReAble Therapeutics, Inc. (the “Company”), a Delaware corporation
  controlled by The Blackstone Group and its affiliates (the “Sponsor”) and certain other
  investors (including members of management) (collectively, the “Investors”).    

  
	
   

  	
   

  
	
  Transaction:

  	
  The
  Company intends to acquire through the merger (the “Merger”)
  of DJO Incorporated, a Delaware corporation (the “Target”), with the
  Borrower’s newly formed wholly-owned subsidiary, Reaction Acquisition Merger
  Sub, Inc., (“Merger
  Sub”), with the
  Target as the surviving corporation of such Merger, all of the outstanding
  equity interests of the Target pursuant to the Agreement and Plan of Merger,
  dated as of July 15, 2007 (in such form as has been provided to us on the
  date hereof prior to execution of the Commitment Letter) (the “Merger Agreement”), among Merger
  Sub, the Borrower and the Target.  In
  connection with the Merger, (a) the Investors will directly or indirectly
  contribute an aggregate amount of cash equity, together with existing equity
  already contributed by the Investors in the Company prior to the date hereof,
  that collectively represents not less than 25% of the aggregate pro forma
  capitalization of the Company on the Closing Date (as defined below)
  (collectively, the “Equity Contribution”);
  it being understood that the proceeds of such Equity Contribution will be
  contributed by the Company through the Borrower to the Merger Sub
  substantially concurrently with the consummation of the Merger, and that
  portions of the contribution from the Borrower to Merger Sub may be made in
  the form of subordinated debt in return for an intercompany note issued to
  the Borrower by the surviving company of the Merger; provided
  that such intercompany note will be pledged as Collateral (as defined below);
  (b) the Borrower will obtain the senior secured credit facilities described
  below under the caption “Senior Facilities”; (c) the Borrower will either (i)
  issue up to $575 million in aggregate principal amount of senior unsecured
  notes, which, at your election, may include up to $200 million in aggregate
  principal amount of senior unsecured PIK election notes (the “Senior Unsecured Notes”) in a 

  



 











 


	
   

  	
  public
  offering or in a Rule 144A or other private placement or (ii) if all or any
  portion of the Senior Unsecured Notes are not issued prior to the Closing
  Date, borrow up to $575 million of senior unsecured increasing rate loans,
  which, at your election, may include up to $200 million in senior PIK
  election increasing rate loans (the “Senior Unsecured Bridge
  Loans” or the “Bridge Loans”)
  under a new senior unsecured credit facility (the “Bridge
  Facility”); (d) the Borrower’s existing 11.75% senior
  subordinated notes due 2014 (the “Existing Notes”
  and, together with the Senior Unsecured Notes, the “Notes”)
  will remain outstanding after giving effect to the Transactions (as defined
  below); (e) certain indebtedness of the Borrower and its subsidiaries and
  certain indebtedness of the Target and its subsidiaries, in each case in
  existence prior to the Merger (the “Indebtedness to be
  Repaid”) will be repaid in full; and (f) fees and expenses
  incurred in connection with the foregoing (the “Transaction
  Costs”) will be paid. 
  The transactions described in this paragraph, together with the
  transactions related thereto, are collectively referred to herein as the “Transactions”.

  
	
   

  	
   

  
	
  Administrative
  Agent:

  	
  Credit
  Suisse, acting through one or more of its branches or affiliates (“CS”), will act as sole and
  exclusive administrative agent (in such capacity, the “Administrative
  Agent”) and collateral agent for a syndicate of banks,
  financial institutions and other institutional lenders reasonably acceptable to
  the Borrower (together with the Initial Lenders, the “Lenders”),
  and will perform the duties customarily associated with such roles.

  
	
   

  	
   

  
	
  Joint Lead Arrangers and
  Joint Bookrunners:

  	
  Credit Suisse
  Securities (USA) LLC
  (the “Lead Arranger”) and Banc of
  America Securities LLC will act as joint lead arrangers and joint bookrunners
  for the Senior Facilities (the “Joint Lead Arrangers”),
  and will perform the duties customarily associated with such roles.

  
	
   

  	
   

  
	
  Syndication Agent: 

  	
  Bank
  of America, N.A. (the “Syndication Agent”).

  
	
   

  	
   

  
	
  Senior Facilities:

  	
  (A)          A
  senior secured term loan facility in an aggregate principal amount of up to
  $1,055 million (the “Term B Facility”).  

  
	
   

  	
   

  
	
   

  	
  (B)           A
  senior secured  revolving
  credit facility in an aggregate principal amount of $100 million (the “Revolving Facility”), of which up
  to an amount to be agreed will be available in the form of 

  



 











 


	
   

  	
  letters of credit.

  
	
   

  	
   

  
	
   

  	
  In
  connection with the Revolving Facility, the Administrative Agent (in such
  capacity, the “Swingline Lender”) will make
  available to the Borrower a swingline facility under which the Borrower may
  make short-term borrowings of up to an amount to be agreed.  Except for purposes of calculating the
  Commitment Fee described below, any such swingline borrowings will reduce
  availability under the Revolving Facility on a dollar-for-dollar basis.

  
	
   

  	
   

  
	
   

  	
  Each
  Lender under the Revolving Facility shall, promptly upon request by the
  Swingline Lender, fund to the Swingline Lender its pro rata share of any
  swingline borrowings.

  
	
   

  	
   

  
	
   

  	
  The
  Senior Facilities will permit the Borrower 
  to add one or more incremental term loan facilities to the Senior
  Facilities (each, an “Incremental
  Term Facility”) and/or increase commitments under the
  Revolving Facility (any such increase, an “Incremental
  Revolving Facility”; the Incremental Term Facilities and
  the Incremental Revolving Facilities are collectively referred to as “Incremental Facilities”) in an
  aggregate amount of up to any amount which would be permitted to be incurred
  in accordance with a Senior Secured Leverage Ratio (as defined below) test,
  which test shall be made on a pro forma basis and shall require a Senior
  Secured Leverage Ratio not exceeding 4.50 to 1.00; provided
  that (i) no Lender will be required to participate in any such
  Incremental Facility, (ii) no event of default or default exists or
  would exist after giving effect thereto, (iii) if applicable, the Borrower
  shall be in pro forma compliance with the financial maintenance covenant
  described below on the date of incurrence and for the most recent
  determination period (it being understood that for purposes of this test
  only, (1) the financial maintenance covenant will be deemed to apply
  regardless of whether amounts are outstanding under the Revolving Facility or
  not and (2) during the period prior to the first test date of the financial
  maintenance covenant, the financial maintenance covenant will be deemed to be
  in effect during such time and pro forma compliance will require compliance
  with the level set forth for the first quarter to be tested under the
  financial maintenance covenant), after giving effect to such Incremental
  Facility and other customary and appropriate pro forma adjustment events,
  including any acquisitions or dispositions or repayments of indebtedness
  after the beginning of the relevant 

  



 











 


	
   

  	
  determination period, but prior to or simultaneously with the
  borrowing under any such Incremental Facility, (iv)  the maturity
  date of any such Incremental Term Facility shall be no earlier than the
  maturity date of the Term B Facility, (v) the interest rates and
  amortization schedule applicable to any Incremental Term Facility shall
  be determined by the Borrower and the lenders thereunder; provided that such
  amortization schedule shall not have a weighted average life to maturity
  shorter than the Term B Facility and (vi) any Incremental Revolving Facility
  shall be on terms and pursuant to documentation applicable to the Revolving
  Facility and any Incremental Term Facility shall be on terms and pursuant to
  documentation to be determined by the Borrower and the lenders thereunder, provided
  that, to the extent such terms and documentation are not consistent with the
  Term B Facility (except to the extent permitted by clause (iv) or
  (v) above), they shall be reasonably satisfactory to the Administrative
  Agent.

  The
  Borrower may seek commitments from existing Lenders (each of which shall be
  entitled to agree or decline to participate in its sole discretion) and
  additional banks, financial institutions or other institutional lenders (in
  the case of any Incremental Revolving Facility, reasonably acceptable to the
  Administrative Agent) that shall thereupon become Lenders.  The definitive credit documentation shall
  be amended to give effect to the Incremental Facilities by documentation executed
  by the institution or institutions making the commitments with respect
  thereto, the Administrative Agent and the Borrower, and without the consent
  of any other Lender.

  
	
   

  	
   

  
	
  Purpose:

  	
  (A)          The
  proceeds of the Term B Facility and the proceeds of the Revolving Facility
  borrowed on the Closing Date will be used by the Borrower, on the Closing
  Date, together with the proceeds of the Senior Unsecured Notes and/or the
  Bridge Loans and the Equity Contribution, solely to pay the consideration for
  the Merger, to refinance the Indebtedness to be Repaid, to pay Transaction
  Costs and to pay pre-funded post-closing integration costs of approximately
  $22,500,000 (the “Post-Closing Integration Amount”).

  
	
   

  	
   

  
	
   

  	
  (B)           The
  letters of credit under the Revolving Facility (the “Letters
  of Credit”) and proceeds of loans under the Revolving Facility
  (except as set forth below) will be used by the Borrower and its subsidiaries
  solely for working capital and 

  



 











 


	
   

  	
  general corporate purposes.

  
	
   

  	
   

  
	
  Availability:

  	
  (A)          The
  Term B Facility will be available in a single drawing on the Closing
  Date.  Amounts borrowed under the Term
  B Facility that are repaid or prepaid may not be reborrowed.

  
	
   

  	
   

  
	
   

  	
  (B)           Loans
  under the Revolving Facility (exclusive of Letter of Credit usage) in an
  aggregate principal amount to be agreed may be borrowed on the Closing Date
  to finance the Transactions and Transaction Costs.  Additionally, Letters of Credit may be
  issued on the Closing Date in order to backstop or replace letters of credit
  or other existing credit arrangements outstanding on the Closing Date and
  loans may be made on the Closing Date to refinance any revolving credit
  borrrowings outstanding on the Closing Date, in each case under facilities no
  longer available to the Borrower or the Target as of the Closing Date.  Otherwise, loans under the Revolving
  Facility will be available at any time prior to the final maturity of the
  Revolving Facility, in minimum principal amounts to be agreed upon.  Amounts repaid under the Revolving Facility
  may be reborrowed.

  
	
   

  	
   

  
	
  Interest Rates and Fees:

  	
  As set forth on Annex I hereto.

  
	
   

  	
   

  
	
  Default Rate:

  	
  With
  respect to overdue principal, the applicable interest rate plus 2.00% per
  annum, and with respect to any other overdue amount, the interest rate
  applicable to ABR loans plus 2.00% per annum.

  
	
   

  	
   

  
	
  Letters of Credit:

  	
  Letters
  of Credit under the Revolving Facility will be issued by one or more Lenders
  under the Revolving Facility acceptable to the Borrower and the
  Administrative Agent (the “Issuing Bank”).  Each Letter of Credit shall expire not
  later than the earlier of (a) 12 months after its date of issuance and (b)
  the fifth business day prior to the final maturity of the Revolving Facility;
  provided that any Letter of Credit may
  provide for renewal thereof for additional periods of up to 12 months (which
  in no event shall extend beyond the date referred to in clause (b) above).

  
	
   

  	
   

  
	
   

  	
  Drawings
  under any Letter of Credit shall be reimbursed by the Borrower within one
  business day (or, if the Borrower shall have received notice later than 10:00
  a.m., New York City time, on any business day, on the immediately following
  business day) after notice of such 

  



 











 


	
   

  	
  drawing
  is received by the Borrower.  To the
  extent that the Borrower does not timely reimburse the Issuing Bank, the
  Lenders under the Revolving Facility shall be irrevocably obligated to
  reimburse the Issuing Bank pro rata based upon their respective Revolving
  Facility commitments.

  
	
   

  	
   

  
	
  Final Maturity and

  Amortization:

  	
  (A)          Term B Facility

   

  The
  Term B Facility will mature on the date that is six years and six months
  after the Closing Date and will amortize in equal quarterly installments in
  aggregate annual amounts equal to 1% of the original principal amount of the
  Term B Facility, with the balance payable on the sixth year and sixth month
  anniversary of the Closing Date.

  
	
   

  	
   

  
	
   

  	
  (B)           Revolving Facility

   

  The
  Revolving Facility will mature on the date that is six years after the
  Closing Date.

  
	
   

  	
   

  
	
  Guarantees:

  	
  All
  obligations of the Borrower (the “Borrower Obligations”)
  under the Senior Facilities, under any interest rate protection or other
  hedging arrangements entered into with a Lender or any affiliate of a Lender
  (“Hedging Arrangements”) and under
  certain cash management arrangements entered into with a Lender or any
  affiliate of a Lender (“Cash Management
  Obligations”)  will be unconditionally guaranteed jointly and severally on a senior
  secured basis (the “Guarantees”)
  by ReAble Therapeutics Holdings LLC (“Holdings”)
  and each existing and subsequently acquired or organized direct or indirect
  wholly-owned U.S. restricted subsidiary of the Borrower (other than certain
  immaterial subsidiaries and unrestricted subsidiaries to be agreed upon and
  other than any direct or indirect U.S. subsidiaries of any direct or indirect
  non-U.S. subsidiaries of the Borrower) (the “Guarantors”).  

  
	
   

  	
   

  
	
  Security:

  	
  The
  Borrower Obligations, the Guarantees, the Hedging Arrangements and the Cash
  Management Obligations will be secured by substantially all the present and
  after-acquired assets of the Borrower and each Guarantor (collectively, the “Collateral”), including but not
  limited to (and subject to the payment priorities set forth below): (a) a
  perfected first-priority pledge of all the capital stock of the Borrower, (b)
  a perfected first-priority pledge of all the capital stock held directly by
  the Borrower or any Guarantor (which pledge, in the case of any foreign
  subsidiary of a U.S. entity, shall not include more than 

  



 











 


	
   

  	
  65% of the voting stock of such foreign subsidiary) and (c) perfected
  security interests in, and mortgages on, substantially all tangible and
  intangible assets of the Borrower and each Guarantor (including, subject to
  the following sentence, accounts receivable, inventory, equipment, general
  intangibles, investment property, intellectual property, real property,
  intercompany notes, cash and proceeds of the foregoing).

  Notwithstanding anything to the contrary, the Collateral
  shall exclude the following: (i) fee owned real properties with a value of
  less than an amount to be agreed (with any required mortgages being permitted
  to be delivered post-closing) and all leasehold interests, (ii) motor
  vehicles and other assets subject to certificates of title, letter of credit
  rights and certain commercial tort claims, (iii) pledges and security interests
  prohibited by law or prohibited by agreements containing anti-assignment
  clauses not overridden by the UCC or other applicable law, (iv) assets
  (including deposit and securities accounts) specifically requiring perfection
  through control agreements and (v) those assets as to which the
  Administrative Agent and the Borrower agree that the costs of obtaining such
  a security interest or perfection thereof are excessive in relation to the
  value to the Lenders of the security to be afforded thereby.

  
	
   

  	
   

  
	
   

  	
  All
  the above-described pledges, security interests and mortgages shall be
  created on terms, and pursuant to documentation, reasonably satisfactory to
  the Administrative Agent, and none of the Collateral shall be subject to any
  other pledges, security interests or mortgages (except permitted liens,
  including liens disclosed in the Merger Agreement and the schedules thereto
  that are of a nature that would be customary to remain in place after
  consummation of the Merger), and subject to customary exceptions for
  financings of this kind with affiliates of the Sponsor or as otherwise agreed
  upon.

  
	
   

  	
   

  
	
  Mandatory Prepayments:

  	
  Loans
  under the Term B Facility shall be prepaid with (a) 50% of Excess Cash Flow
  (to be defined in a manner consistent with Sponsor precedent), with
  step-downs to 25% and 0% based upon achievement and maintenance of Leverage
  Ratio (as defined below) to be agreed (with the first payment in respect of
  Excess Cash Flow required for the 2008 fiscal year and due in the following
  year, and with any permanent voluntary prepayments of indebtedness of Borrower
  or its subsidiaries during any fiscal year to be credited on a
  dollar-for-dollar basis against any mandatory prepayment required by this 

  



 











 


	
   

  	
  clause (a)); (b) 100% of the net cash proceeds of all non-ordinary
  course asset sales or other dispositions of property by the Borrower and its
  restricted subsidiaries (including insurance and condemnation proceeds) in
  excess of an amount to be agreed and subject to the right of the Borrower to
  reinvest if such proceeds are reinvested (or committed to be reinvested)
  within 15 months and, if so committed to reinvestment, reinvested within the
  later of 15 months after such sale or disposition or 180 days after such
  commitment, and other exceptions to be agreed upon; and (c) 100% of the net
  cash proceeds of the issuance or incurrence of debt by the Borrower or any of
  its restricted subsidiaries (other than debt permitted to be incurred under
  the definitive credit documentation).

  Notwithstanding the foregoing, each Lender under the Term B Facility
  shall have the right to reject its pro rata share of any mandatory
  prepayments described above, in which case the amounts so rejected shall be
  retained by the Borrower.

  Mandatory prepayments shall be applied to the scheduled installments
  of principal of the Term B Facility in direct order.

  As
  used herein, the “Leverage Ratio” means Total
  Net Debt (to be defined in a manner consistent with Sponsor precedent and
  otherwise to be mutually agreed, and in any case net of all unrestricted cash
  and cash equivalents in excess of the Integration Reserve Amount) to EBITDA
  (to be defined in a manner consistent with Sponsor precedent and otherwise to
  be mutually agreed, but in any event the definition of EBITDA for all
  purposes of the definitive credit documentation will include adjustments and
  add-backs reflected in the Sponsor model (provided that any adjustment for
  future cost savings related to the Transactions shall not exceed $35,000,000
  or a larger amount to be agreed) as well as adjustments and add-backs
  customary for financings with affiliates of the Sponsor and others as may be
  agreed (but in any event shall include add-backs for non-cash stock option
  expense, non-cash pension expense and non-cash losses from investments, in each
  case to the extent deducted in calculating consolidated net income)).

  
	
   

  	
   

  
	
   

  	
  As
  used herein, the “Senior Secured Leverage Ratio”
  means Total Senior Secured Debt (to be defined in a manner consistent with
  Sponsor precedent and otherwise to be mutually agreed, and in any case net of
  all 

  



 











 


	
   

  	
  unrestricted
  cash and cash equivalents in excess of the Integration Reserve Amount (other
  than the Borrower)) to EBITDA (as set forth in the precedent sentence).

  
	
   

  	
   

  
	
   

  	
  As
  used herein, the term “Integration Reserve
  Amount” means (i) for the fiscal year 2007, 100%, (ii) for the
  fiscal year 2008, 100%, and (iii) for the fiscal year 2009, 25%, in each
  case, of the Post-Closing Integration Amount.

  
	
   

  	
   

  
	
  Voluntary Prepayments and
  Reductions in Commitments:

  	
  Voluntary
  reductions of the unutilized portion of the Senior Facilities commitments and
  prepayments of borrowings will be permitted at any time, in minimum principal
  amounts to be agreed upon, without premium or penalty, subject to
  reimbursement of the Lenders’ redeployment costs in the case of a prepayment
  of Adjusted LIBOR borrowings other than on the last day of the relevant
  interest period.  All voluntary
  prepayments of the Term B Facility will be applied to the remaining
  amortization payments under the Term B Facility as directed by the Borrower.

  
	
   

  	
   

  
	
  Representations and
  Warranties:

  	
  Usual
  and customary for financings of this kind with affiliates of the Sponsor and
  limited to the following: corporate status, authority and enforceability, no
  violation of, or conflict with, law, charter documents or agreements,
  litigation, margin regulations, governmental approvals with respect to the
  Senior Facilities, Investment Company Act, accuracy of disclosure, financial
  statements and no material adverse change (after the Closing Date), taxes,
  ERISA, subsidiaries, intellectual property, environmental laws, properties,
  status of Senior Facilities and the Bridge Facility and/or Senior Unsecured
  Notes as senior debt, creation and perfection of security interests and
  consolidated closing date solvency.

  
	
   

  	
   

  
	
  Conditions Precedent
  to  Initial Borrowing:

  	
  The initial borrowing under the Senior Facilities will be subject to
  the applicable conditions precedent set forth in Exhibit C to the Commitment
  Letter.

  The definitive
  documentation for the Senior Facilities shall
  not contain (a) any conditions precedent other than the conditions precedent
  expressly set forth below under “Conditions Precedent to all Borrowings” and
  in Exhibit C to the Commitment Letter or (b) any representation or warranty,
  affirmative or negative covenant or event of default not set forth in the
  Commitment Letter, or Exhibit C thereto, the accuracy, compliance or absence,
  respectively, of or with which would be a condition to 

  



 











 


	
   

  	
  the initial borrowing under the Senior Facilities.

  
	
   

  	
   

  
	
  Conditions Precedent to
  all Borrowings:

  	
  Delivery
  of notice, accuracy of representations and warranties in all material
  respects (subject on the Closing Date to the limitations set forth in the
  Commitment Letter) and, after the Closing Date, absence of defaults.

  
	
   

  	
   

  
	
  Affirmative Covenants:

  	
  Usual
  and customary for financings of this kind with affiliates of the Sponsor and
  limited to the following (to be applicable to the Borrower and its restricted
  subsidiaries):  delivery of financial
  statements and other information, notices of defaults, litigation and other
  material events, inspections, maintenance of property and insurance,
  maintenance of existence, maintenance and inspection of books and records,
  payment of taxes, corporate franchises, compliance with laws, ERISA, use of
  proceeds and further assurances on collateral and guarantee matters.

  
	
   

  	
   

  
	
  Negative Covenants:

  	
  Usual
  and customary for financings of this kind with affiliates of the Sponsor and
  limited to the following (to be applicable to the Borrower and its restricted
  subsidiaries):  limitations on
  dividends or distributions on, and redemptions and repurchases of, equity
  interests and other restricted payments (which shall permit, among other
  things, distributions by the Borrower to pay taxes attributable to the income
  of the Borrower and its subsidiaries); limitations on prepayments,
  redemptions and repurchases of the Existing Notes and other subordinated debt
  (provided that subordinated debt
  incurred after the Closing Date may be prepaid to the extent that there is no
  default and the Borrower is in compliance with the debt incurrence ratio
  referred to below, and provided  further that the proceeds of senior indebtedness may not
  be utilized to prepay any subordinated debt) and modification of instruments
  relating thereto; limitations on debt, guarantees and hedging arrangements
  (which shall permit the incurrence or assumption of indebtedness, subject
  only to no default and compliance with a Leverage Ratio to be agreed);
  limitations on liens and sale-leaseback transactions; limitations on loans
  and investments; limitations on changes in business conducted by the Borrower
  and its restricted subsidiaries; limitations on mergers and other fundamental
  changes, acquisitions (which shall be permitted on the terms set forth in the
  next succeeding paragraph) and asset sales; limitations on transactions with
  affiliates; limitations on restrictions on ability of restricted subsidiaries
  that are not Guarantors to pay dividends or make distributions; limitations
  on changes in fiscal year; subject, in the case of each of the 

  



 











 


	
   

  	
  foregoing
  covenants, to exceptions, qualifications and, as appropriate, “baskets” to be
  agreed upon (including an available basket amount in an amount to be agreed
  and that will be built by the greater of retained excess cash flow or 50% of
  consolidated net income, and may be used for, among other things, certain
  investments, restricted payments and the prepayment of the Existing Notes and
  other subordinated debt).  In addition,
  it is understood that any payments required in connection with any AHYDO
  “catch-up” payments related to any Bridge Facility or the Senior Unsecured
  Notes will be permitted under the Senior Facilities.  The covenants will also contain a customary
  negative pledge with respect to the capital stock of the Borrower.

  The Borrower or any restricted subsidiary will be
  permitted to make acquisitions as long as (a) there is no default,
  (b) the Borrower would be in pro forma compliance with a Leverage Ratio
  to be agreed and, to the extent applicable, the financial maintenance
  covenant described below, in each case after giving effect thereto,
  (c) the acquired company or assets are in the same or generally related
  line of business as the Borrower and its subsidiaries and (d) the
  acquired company and its subsidiaries (other than immaterial subsidiaries)
  will become, in the case of any acquired entities organized under the laws of
  the United States, Guarantors and pledge their Collateral to the
  Administrative Agent.  Acquisitions of
  entities that do not become Guarantors will be limited to an aggregate amount
  to be agreed upon by the Administrative Agent and the Borrower.

  
	
   

  	
   

  
	
  Financial Covenants:

  	
  With respect to the Term B Facility:  none.

   

  With respect to the Revolving Facility:  to consist of maximum Senior Secured
  Leverage Ratio to be applicable only if amounts are drawn under the Revolving
  Facility.(1)

   

  The
  financial maintenance covenant will be tested with respect to the Borrower
  and its restricted subsidiaries on a consolidated basis and will be
  consistent with Sponsor precedent modified as mutually agreed to reflect the
  Transactions and the Borrower’s business and financial accounting.  The first test of the Senior Secured
  Leverage Ratio shall not occur until after completion of 

  



 






(1)   Covenant levels to reflect a cushion of not
more than 30% from the levels set forth in the Sponsor model.


 











 


	
   

  	
  the second full fiscal quarter to occur after the
  Closing Date.

   

  For purposes of determining compliance with the
  financial maintenance covenant, an equity contribution to the Borrower after
  the Closing Date and on or prior to the day that is 10 days after the day on
  which financial statements are required to be delivered for a fiscal quarter
  will, at the request of the Borrower, be included in the calculation of
  consolidated EBITDA solely for the purposes of determining compliance with
  the financial covenant at the end of such fiscal quarter and applicable subsequent
  periods (any such equity contribution so included in the calculation of
  consolidated EBITDA, a “Specified Equity
  Contribution”); provided that (a) in each four fiscal
  quarter period, there shall be a period of at least one fiscal quarter in
  which no Specified Equity Contribution is made, (b) in each eight fiscal
  quarter period, there shall be at least four fiscal quarters in which no
  Specified Equity Contribution is made and (c) the amount of any Specified
  Equity Contribution with respect to the financial covenant shall be no
  greater than the amount required to cause the Borrower to be in compliance
  with the financial covenant.

  
	
   

  	
   

  
	
  Unrestricted Subsidiaries:

  	
  The
  definitive documentation for the Senior Facilities will contain provisions pursuant to which, subject to limitations
  to be agreed (including customary restricted payments/restricted investments
  tests upon designation of unrestricted subsidiaries; and customary
  limitations on investments, loans and advances to, and other investments in,
  entities that have been designated as unrestricted subsidiaries), the
  Borrower will be permitted to designate any existing or subsequently acquired
  or organized subsidiary as an “unrestricted subsidiary” and (subject to
  customary conditions) subsequently re-designate any such unrestricted
  subsidiary as a restricted subsidiary. 
  Unrestricted subsidiaries will not be subject to the affirmative or
  negative covenant or event of default provisions of the definitive
  documentation for the Senior Facilities, and the results of operations and
  indebtedness of unrestricted subsidiaries will not be taken into account for
  purposes of determining compliance (to the extent applicable) with the
  negative covenants and financial ratios contained in the definitive
  documentation for the Senior Facilities.

  
	
   

  	
   

  
	
  Events of Default:

  	
  Events
  of default (including grace periods) usual and customary for financings of
  this kind with affiliates of the Sponsor and limited to the following:
  nonpayment of principal, interest or other amounts; violation of 

  



 











 


	
   

  	
  covenants;
  incorrectness of representations and warranties in any material respect;
  cross default and cross acceleration to material indebtedness; bankruptcy and
  insolvency; material judgments; ERISA events; actual or asserted invalidity
  of material guarantees or security documents; and Change of Control (as
  customarily defined in financings for affiliates of the Sponsor).

  
	
   

  	
   

  
	
  Voting:

  	
  Amendments
  and waivers of the definitive credit documentation will require the approval
  of Lenders holding more than 50% of the aggregate amount of the loans and
  commitments under the Senior Facilities (with certain amendments and waivers
  also requiring class votes), except that the consent of each Lender adversely
  affected thereby shall be required with respect to (a) increases in the
  commitment of such Lender, (b) reductions of principal, interest or fees,
  (c) extensions of final maturity or any other date on which payments are
  due, (d) releases of all or substantially all of the value of the
  Guarantees or all or substantially all of the Collateral, (e) changes in
  the voting thresholds and (f) modifications of the pro rata payment
  provisions.

  
	
   

  	
   

  
	
   

  	
  The
  definitive credit documentation shall contain customary provisions for
  replacing non-consenting Lenders in connection with amendments and waivers
  requiring the consent of all Lenders or of all Lenders directly affected
  thereby so long as Lenders holding in excess of 50% of the aggregate amount
  of the loans and commitments under the Senior Facilities shall have consented
  thereto.

  
	
   

  	
   

  
	
  Cost and Yield Protection:

  	
  Usual
  for facilities and transactions of this type, it being agreed that the
  documentation will provide customary provisions regarding withholding tax
  liabilities in form and substance reasonably satisfactory to the Borrower and
  the Administrative Agent.

  
	
   

  	
   

  
	
  Assignments and
  Participations:

  	
  The
  Lenders will be permitted to assign (a) loans under the Term B Facility (with
  the consent of the Borrower, not to be unreasonably withheld or delayed), and
  (b) loans and commitments under the Revolving Facility with the consent of
  the Borrower (not to be unreasonably withheld or delayed), the Swingline
  Lender and the Issuing Bank; provided that
  no consent of the Borrower shall be required (i) after the occurrence and
  during the continuance of a payment or bankruptcy Event of Default or (ii) if
  such assignment is an assignment to another Lender, an affiliate of a Lender
  or an approved fund.  All assignments
  will require the consent of the 

  



 











 


	
   

  	
  Administrative
  Agent, not to be unreasonably withheld or delayed.  Each assignment will be in an amount of an
  integral multiple of $1,000,000 with respect to the Term B Facility and
  $5,000,000 with respect to the Revolving Facility or, in each case, if less,
  all of such Lender’s remaining loans and commitments of the applicable
  class.  Assignments will be by novation
  and will not be required to be pro rata among the Senior Facilities.  The Administrative Agent shall receive a
  processing and recordation fee in an amount to be agreed.

  
	
   

  	
   

  
	
   

  	
  The
  Lenders will be permitted to sell participations in loans and commitments
  without restriction.  Voting rights of
  participants shall be limited to matters in respect of (a) increases in
  commitments participated to such participants, (b) reductions of principal,
  interest or fees, (c) extensions of final maturity and (d) releases of all or
  substantially all of the value of the Guarantees or all or substantially all
  of the Collateral.

  
	
   

  	
   

  
	
  Expenses and
  Indemnification:

  	
  Except
  as otherwise agreed upon in writing, if the Closing Date occurs, all
  reasonable out-of-pocket expenses of the Joint Lead Arrangers and the
  Administrative Agent (without duplication) associated with the primary
  syndication of the Senior Facilities and with the preparation, execution and
  delivery, administration, waiver or modification and enforcement of the
  definitive documentation for the Senior Facilities (including the reasonable
  fees, disbursements and other charges of counsel named below and one counsel
  in each other relevant jurisdiction) are to be paid by the Borrower.  The Borrower will indemnify the Joint Lead
  Arrangers, the Administrative Agent, the Syndication Agent and the Lenders
  and hold them harmless from and against all reasonable out-of-pocket costs,
  expenses (including reasonable fees, disbursements and other charges of
  counsel) and liabilities of the Joint Lead Arrangers, the Administrative
  Agent, the Syndication Agent and the Lenders arising out of or relating to
  any claim or any litigation or other proceeding (regardless of whether the
  Joint Lead Arrangers, the Administrative Agent, the Syndication Agent or any Lender
  is a party thereto) that relates to the Transactions, including the financing
  contemplated hereby, the Merger or any transactions connected therewith; provided that none of the Joint Lead Arrangers, the
  Administrative Agent, the Syndication Agent or any Lender will be indemnified
  for any cost, expense or liability to the extent it has resulted from the
  gross negligence, bad faith or willful misconduct of such person or any of
  its affiliates or controlling persons or any of the officers, directors, 

  



 











 


	
   

  	
  employees,
  agents or members of any of the foregoing or a material breach of the
  definitive documentation by such person or its related persons.

  
	
   

  	
   

  
	
  Governing Law and Forum:

  	
  New
  York.

  
	
   

  	
   

  
	
  Counsel to the
  Administrative Agent and Joint Lead Arrangers:

  	
  Cravath,
  Swaine & Moore LLP.

  



 















ANNEX I to

EXHIBIT A


	
  Interest Rates:

  	
   

  	
  The interest rates
  under the Senior Facilities will be as follows:

  Revolving Facility  

   

  At the option of the Borrower, Adjusted LIBOR plus
  2.50% or ABR plus 1.50%. From and after the delivery by the Borrower to the
  Administrative Agent of the Borrower’s financial statements for the period
  ending at least one full fiscal quarter following the Closing Date, interest
  rates under the Revolving Facility shall be subject to reduction based upon
  the Leverage Ratio and shall be as agreed upon between the Borrower and the
  Administrative Agent (in consultation with Bank of America).

   

  Term B Facility

   

  At the option of the Borrower, Adjusted LIBOR plus
  2.50% or ABR plus 1.50%.

   

  From and after the delivery by the Borrower to the
  Administrative Agent of the Borrower’s financial statements for the period
  ending at least one full fiscal quarter following the Closing Date, interest
  rates under the Term B Facility shall be subject to reduction based upon the
  Leverage Ratio and shall be as agreed upon between the Borrower and the
  Administrative Agent (in consultation with Bank of America).

   

  All Facilities

   

  The Borrower may elect interest periods of 1, 2, 3
  or 6 months (or, if available to all relevant Lenders, 9 or 12 months or a
  shorter period) for Adjusted LIBOR borrowings.

   

  Calculation of interest shall be on the basis of the
  actual days elapsed in a year of 360 days (or 365 or 366 days, as the case
  may be, in the case of ABR loans based on the Prime Rate).

   

  Interest shall be payable in arrears (a) for loans
  accruing interest at a rate based on Adjusted LIBOR at the end of each
  interest period and, for interest periods of greater than 3 months, every
  three months, and on the applicable maturity date and (b) for loans accruing
  interest based on the ABR, quarterly in arrears and on the applicable
  maturity date.

   

  ABR is the Alternate Base Rate, which is the higher
  of the Administrative Agent’s Prime Rate and the Federal Funds Effective Rate
  plus 1/2 of 1.0%.

   

  Adjusted LIBOR is the London interbank offered rate
  for 

  



 












 


	
  

  	
   

  	
  dollars, adjusted for statutory reserve
  requirements.

   

  
	
  Letter of Credit Fee:

  	
   

  	
  A per annum fee equal to the spread over Adjusted
  LIBOR under the Revolving Facility (minus the fronting fee) will accrue on
  the aggregate face amount of outstanding Letters of Credit under the
  Revolving Facility, payable in arrears at the end of each quarter and upon
  the termination of the Revolving Facility, in each case for the actual number
  of days elapsed over a 360-day year. Such fees shall be distributed to the
  Lenders participating in the Revolving Facility pro rata in accordance with
  the amount of each such Lender’s Revolving Facility commitment. In addition,
  the Borrower shall pay to the Issuing Bank, for its own account, (a) a
  fronting fee equal to a percentage per annum to be agreed upon of the
  aggregate face amount of outstanding Letters of Credit, payable in arrears at
  the end of each quarter and upon the termination of the Revolving Facility,
  calculated based upon the actual number of days elapsed over a 360-day year,
  and (b) customary issuance and administration fees.

  
	
   

  	
   

  	
   

  
	
  Commitment Fees:

  	
   

  	
  Initially, 0.50% per annum on the undrawn portion of
  the commitments in respect of the Senior Facilities payable quarterly in
  arrears after the Closing Date and upon the termination of the commitments,
  calculated based on the number of days elapsed in a 360-day year.

  
	
   

  	
   

  	
   

  
	
  Changes in Commitment Fees:

  	
   

  	
  From and after the delivery by the Borrower to the
  Administrative Agent of each Borrower’s financial statements for the period
  ending at least one full fiscal quarter following the Closing Date,
  commitment fees under the Revolving Facility shall be subject to reduction
  based upon the Leverage Ratio as shall be as agreed upon between the Borrower
  and the Administrative Agent (in consultation with Bank of America).

  



 



 2















	
  CONFIDENTIAL

  	
  EXHIBIT
  B

  



 


Project David

Senior Unsecured Increasing Rate Bridge Loans

Summary of Principal Terms and Conditions(2)


	
  Borrower:

  	
  The
  Borrower under the Senior Facilities.

  
	
   

  	
   

  
	
  Senior Unsecured Bridge
  Agent:

  	
  Credit
  Suisse, acting through one or more of its branches or affiliates (“CS”), will act as
  sole and exclusive administrative agent (in such capacity, the “Senior Unsecured Bridge Agent”)
  for a syndicate of banks, financial institutions and other institutional
  lenders reasonably acceptable to the Borrower (together with the Senior
  Unsecured Bridge Agent, the “Senior Unsecured Bridge Lenders”), and will perform
  the duties customarily associated with such roles.

  
	
   

  	
   

  
	
  Senior Unsecured Bridge
  Joint Lead Arrangers and Joint Bookrunners:

  	
  CS
  Securities and BAS will act as joint lead arrangers and joint bookrunners for
  the Senior Unsecured Bridge Facility (the “Senior Unsecured Bridge Lead Arrangers”),
  and will perform the duties customarily associated with such roles.

  
	
   

  	
   

  
	
  Senior Unsecured Bridge
  Syndication Agent:

  	
  Banc
  of America Bridge LLC.

  
	
   

  	
   

  
	
  Bridge Loans:

  	
  Senior
  Unsecured Increasing Rate Bridge Loans (the “Senior Unsecured Bridge Loans”).

  
	
   

  	
   

  
	
  Uses of Proceeds:

  	
  The
  proceeds of the Senior Unsecured Bridge Loans will be used by the Borrower on
  the Closing Date, together with the proceeds of the Term B Facility, the
  Revolving Facility borrowed on the Closing Date, the Senior Unsecured Notes
  (if any) and the Equity Contribution, solely (a) to pay the consideration for
  the Merger, (b) to refinance existing indebtedness of the Borrower and the
  Target and its subsidiaries, (c) to pay the Transaction Costs and (d) to pay
  the pre-funded Post-Closing Integration Amount.

  
	
   

  	
   

  
	
  Principal Amount:

  	
  Up
  to $575 million, of which, at the Borrower’s election, up to $200 million may
  be made as senior unsecured increasing rate PIK election loans (the “PIK Toggle 

  



 






(2)   All
capitalized terms used but not defined herein have the meanings given to them
in the Commitment Letter to which this terms sheet is attached, including
Exhibit A thereto.













 


	
   

  	
  Option”). 

  
	
   

  	
   

  
	
  Ranking:

  	
  The
  Senior Unsecured Bridge Loans will constitute senior unsecured indebtedness
  of the Borrower.

  
	
   

  	
   

  
	
  Guarantees:

  	
  Each
  existing and subsequently acquired or organized guarantor of the Senior
  Facilities will jointly and severally guarantee the Senior Unsecured Bridge
  Loans on a senior unsecured basis.

  
	
   

  	
   

  
	
  Interest Rates:

  	
  Interest
  for the first six-month period commencing on the Closing Date shall be
  payable at the London interbank offered rate (“LIBOR”) for U.S. dollars (for interest
  periods of 1, 2, 3 or 6 months, as selected by the Borrower) plus 475 basis
  points, or if the Borrower shall have elected the PIK Toggle Option, 525
  basis points with respect to the portion of Senior Unsecured Bridge Loans
  made subject to such option (in either case, the “Initial Margin”).  Interest for each three-month period
  commencing at the end of such initial six-month period shall be payable at
  prevailing LIBOR for such interest period as selected by the Borrower plus
  the Initial Margin (provided that the Initial Margin shall increase by 50
  basis points at the beginning of each three-month period subsequent to the
  initial six-month period for so long as the Senior Unsecured Bridge Loans are
  outstanding (the Initial Margin plus each 50 basis point increase therein
  described above, the “Applicable
  Margin”).

   

  Interest
  will be paid in cash; provided that, if the Borrower shall have
  elected the PIK Toggle Option, with respect to the portion of the Senior
  Unsecured Bridge Loans made subject to such option, at the Borrower’s option,
  in cash (a “Cash
  Election”) or by adding such interest to the principal amount
  of the outstanding Senior Unsecured Bridge Loans (a “PIK Election” and,
  together with a Cash Election, an “Election”), in each case, quarterly in
  arrears.

   

  With
  respect to each interest period applicable to Senior Unsecured Bridge Loans
  subject to the PIK Toggle Option, the Borrower may elect to (i) pay interest
  on the entire principal amount of such loans in cash, (ii) pay interest on
  the entire principal amount of such loans by adding such interest to such
  principal amount or (iii) pay interest on 50% of the entire principal amount
  of such loans in cash and pay interest on the remaining 50% of the entire
  principal amount of such loans by adding such interest to such principal
  amount.  Notwithstanding anything to
  the contrary herein, with respect to each

  



 



 2
 









 


	
  

  	
  interest
  period applicable to Senior Unsecured Bridge Loans subject to the PIK Toggle
  Option for which the Borrower has made a PIK Election, interest shall be
  payable (as to the portion of the interest subject to the PIK Election only)
  at the applicable rate for such interest period as set forth in the first paragraph
  of this section plus 100 basis points (such 100 basis point increase, the “PIK Margin Increase”).

   

  The
  Borrower shall make an Election with respect to each interest period
  applicable to Senior Unsecured Bridge Loans subject to the PIK Toggle Option
  by providing at least 30 days’ notice to the Senior Unsecured Bridge Agent
  prior to the beginning of such interest period.  If an Election is not made by the Borrower
  in a timely fashion or at all with respect to the method of payment of
  interest for an interest period, the Borrower shall be deemed to have made
  the same election as the prior period. 
  Any Cash Election or PIK Election provided above shall apply to all
  outstanding Senior Unsecured Bridge Loans, Senior Unsecured Term Loans (as
  defined below) and Senior Unsecured Exchange Notes (as defined below) subject
  to the PIK Toggle Option.  The Senior
  Unsecured Bridge Agent shall provide written notice of the Borrower’s
  Election to all Lenders under the Senior Unsecured Bridge Facility.

   

  Notwithstanding
  anything to the contrary set forth above, at no time, other than as provided
  in the second succeeding paragraph, shall the per annum yield on the Senior
  Unsecured Bridge Loans exceed the Total Cash Pay Cap (as defined in the Fee
  Letter) provided that, with respect to Senior Unsecured Bridge Loans subject
  to the PIK Toggle Option, the per annum yield on such loans shall not exceed
  the Total PIK Toggle Option Cap (as defined in the Fee Letter).

  
	
   

  	
   

  
	
  Interest Payments:

  	
  Interest
  on the Senior Unsecured Bridge Loans will be payable in cash (except as
  provided above), quarterly in arrears.

  
	
   

  	
   

  
	
  Default Rate:

  	
  The
  applicable interest rate plus 2.0%.

  
	
   

  	
   

  
	
  Maturity:

  	
  The
  Senior Unsecured Bridge Loans will mature on the first anniversary of the
  Closing Date (the “Maturity
  Date”).  On the Maturity
  Date, any Senior Unsecured Bridge Loan that has not been previously repaid in
  full will be automatically converted into a senior unsecured term loan (each
  a “Senior Unsecured
  Term Loan”) due on the date that is seven years after the
  Closing Date (the “Extended
  Maturity Date”).  The
  date on which Senior 

  



 



 3
 









 


	
  

  	
  Unsecured
  Bridge Loans are converted into Senior Unsecured Term Loans is referred to as
  the “Conversion Date”.  At any time on or after the Conversion Date,
  at the option of the applicable Senior Unsecured Bridge Lender, the Senior
  Unsecured Term Loans may be exchanged in whole or in part for senior
  unsecured exchange notes (the “Senior Unsecured Exchange Notes”) having an
  equal principal amount; provided
  that no Senior Unsecured Exchange Notes shall be issued until the Borrower
  shall have received requests to issue at least $50 million in aggregate
  principal amount of Senior Unsecured Exchange Notes.

   

  The
  Senior Unsecured Term Loans will be governed by the provisions of the Senior
  Unsecured Bridge Loans Documents and will have the same terms as the Senior
  Unsecured Bridge Loans except as expressly set forth on Annex I hereto.  The Senior Unsecured Exchange Notes will be
  issued pursuant to an indenture that will have the terms set forth on Annex
  II hereto.

  
	
   

  	
   

  
	
  Mandatory Prepayment:

  	
  The
  Senior Unsecured Bridge Loans shall be prepaid at 100% of the outstanding
  principal amount thereof with, subject to certain agreed exceptions customary
  for the affiliates of the Sponsor, (i) the net proceeds from the issuance of
  the Senior Unsecured Notes; (ii) the net proceeds from the issuance of any
  Refinancing Debt (to be defined) or public equity securities by the Borrower
  or any of its restricted subsidiaries (other than equity issuances to the
  Investors and in connection with permitted acquisitions or pursuant to
  employee benefit plans), with such proceeds being applied to repay the Senior
  Unsecured Bridge Loans prior to the repayment of loans outstanding under the
  Senior Facilities; and (iii) the net proceeds from any non-ordinary course
  asset sales by the Borrower or any of its restricted subsidiaries in excess
  of amounts either reinvested or required to be paid to the Lenders under the
  Senior Facilities.  The Borrower will
  also be required to prepay the Senior Unsecured Bridge Loans following the
  occurrence of a Change of Control (to be defined in a manner customary for
  affiliates of the Sponsor) at 100% of the outstanding principal amount
  thereof.  In addition, it is understood
  that an AHYDO “catch-up” payment provision will be included on one or more
  dates beginning on the first interest payment date after the fifth
  anniversary of the Closing Date, and any payments thereunder will not be
  restricted under the Facilities or the Senior Unsecured Notes.

  
	
   

  	
   

  
	
  Optional Prepayment:

  	
  The
  Senior Unsecured Bridge Loans may be prepaid, in 

  



 



 4
 









 


	
  

  	
  whole
  or in part, at par plus accrued and unpaid interest upon not less than three
  days’ prior written notice, at the option of the Borrower at any time.

  
	
   

  	
   

  
	
  Right to Resell Senior
  Unsecured Bridge Loans:

  	
  Each
  Senior Unsecured Bridge Lender shall have the absolute and unconditional
  right to resell or assign the Senior Unsecured Bridge Loans or commitments
  held by it in compliance with applicable law to any third party at any time; provided that, for the twelve month
  period commencing on the Closing Date, the consent of the Borrower shall be
  required with respect to any assignment that would result in the Senior
  Unsecured Bridge Agent holding less than 50.1% of the aggregate outstanding
  principal amount of the Senior Unsecured Bridge Loans.

  
	
   

  	
   

  
	
  Conditions Precedent to
  Senior Unsecured Bridge Loans:

  	
  The
  borrowing of the Senior Unsecured Bridge Loans will be subject to the applicable
  conditions precedent set forth in Exhibit C to the Commitment Letter.

   

  The
  definitive documentation relating to the Senior Unsecured Bridge Loans (the “Senior Unsecured Bridge Loan
  Documents”) shall not contain (a) any conditions precedent
  other than the conditions precedent expressly set forth in Exhibit C to the
  Commitment Letter or (b) any representation or warranty, affirmative or
  negative covenant or event of default not set forth in the Commitment Letter,
  or Exhibit C thereto, the accuracy, compliance or absence, respectively, of
  or with which would be a condition to the borrowing of the Senior Unsecured
  Bridge Loans.

  
	
   

  	
   

  
	
  Representations and
  Warranties:

  	
  The
  Senior Unsecured Bridge Loan Documents will contain representations and
  warranties relating to the Borrower and its subsidiaries as are substantially
  similar to those for the Senior Facilities, with additional representations
  and warranties usual and customary for bridge loan financings of this type
  with the affiliates of the Sponsor to the extent necessary to reflect
  differences in documentation.

  
	
   

  	
   

  
	
  Covenants:

  	
  The
  Senior Unsecured Bridge Loan Documents will contain such affirmative and
  negative covenants as are usual and customary for bridge loan financings of
  this type with affiliates of the Sponsor, it being understood and agreed that
  the covenants of the Senior Unsecured Bridge Loans (and the Senior Unsecured
  Term Loans and the Senior Unsecured Exchange Notes) will be incurrence-based
  covenants to be based on those expected to be contained in the preliminary
  offering memorandum or prospectus to be used to market the 

  



 



 5
 









 


	
  

  	
  Senior
  Unsecured Notes.  Prior to the Maturity
  Date, the covenants of the Senior Unsecured Bridge Loans will be more
  restrictive than those of the Senior Unsecured Term Loans and the Senior
  Unsecured Exchange Notes, as reasonably agreed by the Lead Arranger and the
  Borrower.  Following the Maturity Date,
  the covenants of the Senior Unsecured Bridge Loans will be automatically
  modified so as to be consistent with the covenants in the Senior Unsecured
  Exchange Notes.

  
	
   

  	
   

  
	
  Events of Default:

  	
  The
  Senior Unsecured Bridge Loan Documents will contain such events of default
  (including grace periods) as are usual and customary for bridge loan
  financings of this type with the affiliates of the Sponsor, consisting of
  nonpayment of principal, interest or other amounts; violation of covenants;
  incorrectness of representations and warranties in any material respect;
  cross acceleration to material indebtedness; bankruptcy and insolvency;
  material judgments; ERISA events; and actual or asserted invalidity of
  material guarantees.

  
	
   

  	
   

  
	
  Governing Law:

  	
  New
  York.

  
	
   

  	
   

  
	
  Counsel to the Senior
  Unsecured Bridge Agent and Senior Unsecured Bridge Lead Arrangers:

  	
  Cravath,
  Swaine & Moore LLP.

  



 



 6















ANNEX I to

EXHIBIT B


Senior Unsecured Term Loans


	
  Maturity:

  	
  The
  Senior Unsecured Term Loans will mature on the date that is seven years after
  the Closing Date.

  
	
   

  	
   

  
	
  Interest Rate:

  	
  The
  Senior Unsecured Term Loans will bear interest at an interest rate per annum
  (the “Senior Unsecured
  Term Loan Interest Rate”) equal to the sum of LIBOR plus the
  Applicable Margin on the date immediately prior to the Conversion Date plus
  the Conversion Spread (determined as set forth below); provided that the Senior Unsecured Term
  Loan Interest Rate for any such Senior Unsecured Term Loan shall not at any
  time exceed a rate equal to the Total Cash Pay Cap or the Total PIK Toggle
  Option Cap, as applicable.

   

  With
  respect to each interest period applicable to Senior Unsecured Term Loans
  subject to the PIK Toggle Option, the Borrower may elect to (i) pay interest
  on the entire principal amount of such loans in cash, (ii) pay interest on
  the entire principal amount of such loans by adding such interest to such
  principal amount or (iii) pay interest on 50% of the entire principal amount
  of such loans in cash and pay interest on the remaining 50% of the entire
  principal amount of such loans by adding such interest to such principal
  amount.  Notwithstanding anything to
  the contrary herein, with respect to each interest period applicable to
  Senior Unsecured Term Loans subject to the PIK Toggle Option for which the
  Borrower has made a PIK Election, interest shall be payable (as to the
  portion of the interest subject to the PIK Election only) at the applicable
  rate for such interest period as set forth in the immediately preceding
  paragraph plus 100 basis points (such 100 basis point increase, the “PIK Margin Increase”).

   

  The
  Borrower shall make an Election with respect to each interest period applicable
  to Senior Unsecured Term Loans subject to the PIK Toggle Option by providing
  at least 30 days’ notice to the Senior Unsecured Bridge Agent prior to the
  beginning of such interest period.  If
  an Election is not made by the Borrower in a timely fashion or at all with
  respect to the method of payment of interest for an interest period, the
  Borrower shall be deemed to have made the same election as the prior
  period.  Any Cash Election or PIK
  Election provided above shall apply to all outstanding Senior Unsecured Term
  Loans and Senior Unsecured

  



 













 


 


	
  

  	
  Exchange
  Notes subject to the PIK Toggle Option. 
  The Senior Unsecured Bridge Agent shall provide written notice of the
  Borrower’s Election to all Lenders holding Senior Unsecured Term Loans or
  Senior Unsecured Exchange Notes.

   

  Notwithstanding
  anything to the contrary herein, interest with respect to any interest period
  commencing on or after the fourth anniversary of the Closing Date will be
  payable only in cash.

   

  Interest
  shall be payable on the last day of each fiscal quarter of the Borrower and
  on the maturity date of the Senior Unsecured Term Loans, in each case payable
  in arrears and computed on the basis of a 360 day year.

   

  The
  “Conversion Spread”
  will equal, with respect to any Senior Unsecured Term Loan, 0.50% during the
  three-month period commencing on the Conversion Date for such Senior
  Unsecured Term Loan and shall increase by 0.50% per annum at the beginning of
  each subsequent three-month period

  
	
   

  	
   

  
	
  Covenants, Defaults and
  Mandatory

  Prepayments:

  	
  Upon
  and after the Conversion Date, the covenants, mandatory prepayments and
  defaults which would be applicable to the Senior Unsecured Exchange Notes, if
  issued, will also be applicable to the Senior Unsecured Term Loans in lieu of
  the corresponding provisions of the Senior Unsecured Bridge Loan
  Documentation.

  
	
   

  	
   

  
	
  Optional Prepayment:

  	
  The
  Senior Unsecured Term Loans may be prepaid, in whole or in part, at par, plus
  accrued and unpaid interest upon not less than three days’ prior written
  notice, at the option of the Borrower at any time.

  



 



 2















ANNEX II to

EXHIBIT B


Senior Unsecured Exchange Notes


	
  Issuer:

  	
  The
  Senior Unsecured Exchange Notes will be issued under an Indenture capable of
  being qualified under the Trust Indenture Act of 1939, as amended.

  
	
   

  	
   

  
	
  Maturity:

  	
  The
  Senior Unsecured Exchange Notes will mature on the date that is eight years
  after the Closing Date.

  
	
   

  	
   

  
	
  Interest Rate:

  	
  The
  Senior Unsecured Exchange Notes will bear interest payable semi-annually at a
  rate equal to the Senior Unsecured Term Loan Interest Rate (subject to the
  Total Cash Pay Cap or the Total PIK Toggle Option Cap, in either case
  applicable to the Senior Unsecured Term Loans); provided that any Senior Unsecured Bridge Lender that
  surrenders Senior Unsecured Term Loans in exchange for Senior Unsecured
  Exchange Notes may elect to have the interest rate fixed at the rate in
  effect on the date of such exchange; provided,
  further, that no Senior
  Unsecured Bridge Lender that is a Senior Unsecured Bridge Agent or an
  affiliate of a Senior Unsecured Bridge Agent shall have such right unless it
  is necessary for a bona fide sale of the subject Senior Unsecured Exchange
  Notes to a non-affiliated third party. 
  The Borrower shall be permitted to make an Election with respect to
  the payment of interest on the Senior Unsecured Exchange Notes, on a
  semi-annual basis, and otherwise pursuant to the same requirements set forth
  above with respect to the Senior Unsecured Bridge Loans and the Senior
  Unsecured Term Loans.

   

  Notwithstanding
  anything to the contrary herein, interest with respect to any interest period
  commencing on or after the fourth anniversary of the Closing Date will be
  payable only in cash.

  
	
   

  	
   

  
	
  Repurchase upon Change of
  Control:

  	
  The
  Borrower will be required to make an offer to repurchase the Senior Unsecured
  Exchange Notes following the occurrence of a Change of Control (to be
  defined) at a price in cash equal to 101% (or 100% in the case of Senior
  Unsecured Exchange Notes the interest rate for which has not been fixed in
  accordance with the terms hereof) of the outstanding principal amount
  thereof, plus accrued and unpaid interest to the date of repurchase.

  
	
   

  	
   

  
	
  Optional Redemption:

  	
  If
  the interest rate on any Senior Unsecured Exchange Notes has been fixed as
  set forth above, then, except as set forth below, such Senior Unsecured Exchange
  Notes 

  



 













 


	
  

  	
  will
  be non-callable until the fourth anniversary of the Closing Date.  Thereafter, each such Senior Unsecured
  Exchange Note will be callable at par plus accrued interest plus a premium
  equal to one half of the coupon on such Senior Unsecured Exchange Note, which
  premium shall decline ratably on each subsequent anniversary of the Closing
  Date to zero on the date that is two years prior to the maturity of the
  Senior Unsecured Exchange Notes.

   

  Prior
  to the fourth anniversary of the Closing Date, the Borrower may redeem such
  Senior Unsecured Exchange Notes at a make-whole price based on U.S. Treasury
  notes with a maturity closest to the fourth anniversary of the Closing Date
  plus 50 basis points.

   

  Prior
  to the third anniversary of the Closing Date, the Borrower may redeem up to
  35% of such Senior Unsecured Exchange Notes with proceeds from an equity
  offering at a price equal to par plus the coupon on such Senior Unsecured
  Exchange Notes.

   

  The
  optional redemption provisions will be otherwise consistent with publicly
  traded high yield transactions with affiliates of the Sponsor.

  
	
   

  	
   

  
	
  Defeasance Provisions:

  	
  Customary
  for publicly traded high yield debt securities issued by affiliates of the
  Sponsor.

  
	
   

  	
   

  
	
  Modification:

  	
  Customary
  for publicly traded high yield debt securities issued by affiliates of the
  Sponsor.

  
	
   

  	
   

  
	
  Registration Rights:

  	
  The
  Borrower shall use commercially reasonable efforts to file, within 90 days
  after the first issuance of Senior Unsecured Exchange Notes (the date of such
  issuance, the “Issue
  Date”), and will use commercially reasonable efforts to cause
  to become effective, as soon thereafter as practicable, a shelf registration
  statement with respect to the Senior Unsecured Exchange Notes (such
  registration statement, a “Shelf Registration Statement”) which Shelf
  Registration Statement shall contain all financial statements required under
  the Securities Act of 1933, as amended. 
  If a Shelf Registration Statement is filed, the Borrower will keep
  such Shelf Registration Statement effective and available (subject to
  customary exceptions) until it is no longer needed to permit unrestricted
  resales of the Senior Unsecured Exchange Notes; provided that in no event shall the Borrower be required
  to keep such Shelf Registration Statement effective and available for more
  than two years after the Issue Date. 
  The Borrower shall cause the Shelf Registration Statement to be 

  



 



 2
 









 


	
  

  	
  declared
  effective by the date (the “Effectiveness Date”) that is 180 days from the Issue
  Date.  Any failure on the part of the
  Borrower to cause the Shelf Registration Statement to be declared effective
  in accordance with the preceding sentence is referred to as a “Registration Default”.  In the event of a Registration Default with
  respect to any Senior Unsecured Exchange Note, the Borrower will pay
  liquidated damages in the form of increased interest of $0.05 per week per
  $1,000 principal amount of such Senior Unsecured Exchange Note to the holder
  of such Senior Unsecured Exchange Note, to the extent that such holder is
  unable to freely transfer such Senior Unsecured Exchange Note, from and
  including the Effectiveness Date to but excluding the effective date of the
  Shelf Registration Statement with respect to such Senior Unsecured Exchange
  Note.  On the 90th day after the
  Effectiveness Date with respect to any such Senior Unsecured Exchange Note,
  the liquidated damages shall increase by an additional $0.05 per week per
  $1,000 principal amount and, on each 90 day anniversary of the Effectiveness
  Date thereafter, shall increase by an additional $0.05 per week per $1,000
  principal amount to a maximum increase in interest of $0.20 per week per
  $1,000 principal amount (such damages to be payable by issuing additional
  Senior Unsecured Exchange Notes, if the interest rate thereon exceeds
  10.0%).  The Borrower will also pay
  such liquidated damages to the holder of a Senior Unsecured Exchange Note for
  any period of time (subject to customary exceptions) following the
  effectiveness of the Shelf Registration Statement with respect to such Senior
  Unsecured Exchange Note that such Shelf Registration Statement is not
  available for sales thereunder.  All
  accrued liquidated damages will be paid in arrears on each semi-annual
  interest payment date.

   

  In
  lieu of a Shelf Registration Statement, the Borrower at its option may file a
  registration statement (the “Exchange Registration Statement”) with respect to
  notes having terms identical to the Senior Unsecured Exchange Notes (the “Substitute Notes”)
  to effect a registered exchange offer (the “Registered Exchange Offer”) in which
  the Borrower offers to holders of Senior Unsecured Exchange Notes registered
  Substitute Notes in exchange for the Senior Unsecured Exchange Notes (it
  being understood that a Shelf Registration Statement would be required to be
  made available in respect of Senior Unsecured Exchange Notes the holders of
  which could not receive Substitute Notes through the Registered Exchange
  Offer that, in the opinion of counsel, would be freely saleable by such
  holders 

  



 



 3
 









 


	
  

  	
  without
  registration or requirement for delivery of a current prospectus under the
  Securities Act of 1933, as amended (other than a prospectus delivery
  requirement imposed on a broker-dealer who is exchanging Senior Unsecured
  Exchange Notes acquired for its own account as a result of market making or
  other trading activities)).  In such
  case, if the Exchange Registration Statement has not been declared effective
  and an exchange offer for the Senior Unsecured Exchange Notes pursuant to the
  Exchange Registration Statement has not been consummated by the Effectiveness
  Date, the Borrower will pay liquidated damages in the form of increased
  interest for the same periods and at the same rates as described in the
  previous paragraph.

  
	
   

  	
   

  
	
  Covenants:

  	
  Customary
  for publicly traded high yield debt securities issued by affiliates of the
  Sponsor.

  
	
   

  	
   

  
	
  Events of Default:

  	
  Customary
  for publicly traded high yield debt securities issued by affiliates of the
  Sponsor.

  



 



 4














EXHIBIT C


Project David

Senior Secured Credit Facilities

Senior Unsecured Increasing Rate Bridge Facility

Summary of Additional Conditions Precedent


Except as otherwise set forth below, the initial
borrowing under each of the Facilities shall be subject to the following
additional conditions precedent:


1.             The
Merger shall have been consummated in accordance with the terms of the Merger
Agreement, without giving effect to any amendments or waivers by you or Merger
Sub thereto that are materially adverse to the Lenders without the consent of
the Joint Lead Arrangers (which consent shall not be unreasonably withheld or
delayed).  Since December 31, 2006,
except as set forth in (A) the Company Reports (as defined in the Merger
Agreement, without giving effect to any amendment thereof after the date
hereof) filed with the Securities and Exchange Commission from and after
December 31, 2006 through and including the date hereof or (B) the Form 8-K
previously disclosed to the Company and to be filed in connection with the
announcement of the Merger Agreement (but, in any case, only to the extent (x)
such disclosure does not constitute a “risk factor” or a “forward-looking
statement” under the heading “Forward-Looking Statements” in any of such
Company Reports and (y) the applicability of such disclosure to this condition
is reasonably apparent) or (ii) in the corresponding sections or subsections of
the Company Disclosure Schedule (as defined in the Merger Agreement, without
giving effect to any amendment thereof after the date hereof), there shall not
have occurred any Change (as defined in the Merger Agreement) that,
individually or in the aggregate, has had or could reasonably be expected to
have, a Company Material Adverse Effect (as defined in the Merger Agreement,
without giving effect to any amendment thereof after the date hereof).


2.             The
Equity Contribution shall have been consummated in at least the amount set
forth in the Term Sheet for the Senior Facilities, which to the extent
constituting other than common equity interests shall be on terms and
conditions and pursuant to documentation reasonably satisfactory to the Joint
Lead Arrangers to the extent material to the interests of the Lenders.


3.             The
Joint Lead Arrangers shall have received (a) audited consolidated balance
sheets and related statements of income, stockholders’ equity and cash flows of
each of the Borrower and the Target for the three most recently completed
fiscal years ended at least 90 days before the Closing Date without
qualification by either the Borrower’s or the Target’s auditors, as applicable,
and (b) unaudited consolidated balance sheets and related statements of income,
stockholders’ equity and cash flows of the Borrower and the Target for each
subsequent fiscal quarter ended at least 45 days before the Closing Date.


4.             The
Joint Lead Arrangers shall have received a pro forma consolidated balance sheet
and related pro forma consolidated statement of income of the Borrower as of
and for the twelve-month period ending on the last day of the most recently
completed four-fiscal quarter period ended at least 45 days prior to the
Closing Date, prepared after giving effect to the Transactions as if the
Transactions had occurred as of such date (in the case of such balance sheet)
or at the beginning of such period (in the case of such other financial
statements).


5.             The
Joint Lead Arrangers shall have received (i) customary legal opinions,
corporate documents and certificates (including a certificate from the chief
financial officer of the Borrower with respect to the solvency (on a
consolidated basis) of the Borrower and 



   
 








its subsidiaries (all such opinions, documents and certificates
mutually agreed to be in form and substance customary for precedent
transactions of the Sponsor)), and (ii) all documentation and other information
that is reasonably requested in writing by the Joint Lead Arrangers at least
five business days prior to the Closing Date in order to allow the Joint Lead
Arrangers to comply with applicable “know your customer” and anti-money
laundering rules and regulations, including the PATRIOT Act.


6.             With
respect to the Bridge Facility, (a) one or more investment banks satisfactory
to the Senior Unsecured Bridge Agent (collectively, the “Investment Bank”)
shall have been engaged to publicly sell or privately place the Senior
Unsecured Notes, and the Joint Lead Arrangers and the Investment Bank each
shall have received, not later than 20 business days prior to the Closing Date,
a complete printed preliminary prospectus or preliminary offering memorandum or
preliminary private placement memorandum (collectively, an “Offering Document”)
suitable for use in a customary “high-yield road show” relating to each of the
Senior Unsecured Notes and in customary form for offering memoranda used in
Rule 144A offerings by affiliates of the Sponsor, in each case, which contains,
except as otherwise agreed by such Investment Bank, all financial statements
and other data required to be included therein (excluding Rule 3-10 financial
information, but including all audited financial statements, all unaudited
financial statements and all appropriate pro forma financial statements
prepared in accordance with generally accepted accounting principles in the
United States and prepared in accordance with Regulation S-X under the
Securities Act of 1933, as amended), and all other data reasonably necessary
for the Investment Bank to receive customary “comfort” from independent
accountants in connection with the offering of such series of Senior Unsecured
Notes and (b) the Investment Bank shall have been afforded a period of at least
20 consecutive business days following receipt of an Offering Document
including the information described in clause (a) to seek to place any series
of Senior Unsecured Notes with qualified purchasers thereof (provided that such
20 consecutive business day period shall not include any day (x) from and
including August 18, 2007 to and including September 3, 2007 or (y) from and
including December 21, 2007 to and including January 1, 2007).


7.             With
respect to the Senior Facilities, all documents and instruments required to
perfect the Administrative Agent’s security interest in the Collateral shall
have been executed and delivered and, if applicable, be in proper form for
filing, and none of the Collateral shall be subject to any other pledges,
security interest or mortgages, except for liens permitted under the Facilities
Documentation; provided, however that this condition 8 is subject
in all respects to the second paragraph of Section 6 of the Commitment Letter.



 2