exv10w2



 




EXHIBIT 10.2



EXECUTION
COPY




	 	 	 	 	 
	Citigroup Global Markets Inc.

390 Greenwich Street 

New York, NY 10013 





Credit Suisse, Cayman Islands Branch

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010
	 	Deutsche Bank AG New York Branch

Deutsche Bank AG Cayman Island

Branch

Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005


The Royal Bank of Scotland plc

RBS Securities Corporation

101 Park Avenue

10th Floor

New York, NY 10178
	 	Morgan Stanley Senior Funding Inc.

1585 Broadway

New York, New York 10036







Wachovia Bank, National Association

Wachovia Investment Holdings, LLC

Wachovia Capital Markets, LLC

One Wachovia Center

301 South College Street

Charlotte, NC 28288-0737
	 	 	 	 	 
	 
	 	 	 	May 17, 2007






BT TRIPLE CROWN MERGER CO, INC.

     c/o Bain Capital LLC

     111 Huntington Avenue

     Boston, MA 02199

          Attention: Steve Barnes




     c/o Thomas H. Lee Partners L.P.

     100 Federal Street, 35th Floor

     Boston, MA 02110

          Attention: Charles A. Brizius




B TRIPLE CROWN FINCO, LLC

     c/o Bain Capital LLC

     111 Huntington Avenue

     Boston, MA 02199

          Attention: Steve Barnes




T TRIPLE CROWN FINCO, LLC.

     c/o Thomas H. Lee Partners L.P.

     100 Federal Street, 35th Floor

     Boston, MA 02110

          Attention: Charles A. Brizius




Project Triple Crown



Second Amended and Restated Commitment Letter




Ladies and Gentlemen:



     Bain Capital Partners LLC and its affiliates (collectively, “Bain”), and Thomas H. Lee
Partners and its affiliates (collectively, “TH Lee” and, together with Bain, the
“Sponsors”) have



 









 







advised Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank AG New York Branch
(“DBNY”), Deutsche Bank AG Cayman Islands Branch (“DBCI”), Deutsche Bank Securities
Inc. (“DBSI” and, together with DBNY and DBCI, “DB”), Morgan Stanley Senior Funding
Inc. (“MSSF”), Credit Suisse, Cayman Islands Branch (“CS”), Credit Suisse
Securities (USA) LLC (together with its affiliates, “CS Securities”; and, together with CS,
“Credit Suisse”), The Royal Bank of Scotland plc (“Royal Bank”) and RBS Securities
Corporation (“RBS Securities” and, together with Royal Bank, “RBOS”), Wachovia
Bank, National Association (“Wachovia Bank”), Wachovia Investment Holdings, LLC
(“Wachovia Investments”), Wachovia Capital Markets, LLC (“Wachovia Securities” and,
together with Wachovia Bank and Wachovia Investments, “Wachovia;” and, together with CGMI,
DB, MSSF, Credit Suisse and RBOS, the “Commitment Parties”, “us” or “we”)
that the Sponsors, together with certain other Investors, intend to acquire the Company (as defined
in Exhibit A) and consummate the other transactions described on Exhibit A hereto. Capitalized
terms used but not defined herein are used with the meanings assigned to them on the Exhibits
attached hereto (such Exhibits, together with this letter, collectively, the “Commitment
Letter”).



     In connection with the Transactions:



          (a) each of CGMI (on behalf of Citigroup (as defined below)), DBNY, MSSF, CS, Royal Bank and
Wachovia Bank (collectively, the “Initial Senior Lenders”) is pleased to advise you of its
several, but not joint, commitment to provide the percentage of the entire aggregate principal
amount of the Senior Secured Facilities, as set forth opposite such Initial Senior Lender’s name
below:




	 	 	 	 	 
	 	 	% of aggregate principal
	 	 	amount of the Senior Secured
	Initial Senior Lender	 	Facilities
	CGMI (on behalf of Citigroup)
	 	 	18.75	%
	 
	 	 	 	 
	DBNY
	 	 	18.75	%
	 
	 	 	 	 
	MSSF
	 	 	18.75	%
	 
	 	 	 	 
	CS
	 	 	14.583	%
	 
	 	 	 	 
	Royal Bank
	 	 	14.583	%
	 
	 	 	 	 
	Wachovia Bank
	 	 	14.584	%






          (b) each of CGMI, DBNY, MSSF, CS, Royal Bank and Wachovia Bank (collectively, the
“Initial Receivables Lenders”) is pleased to advise you of its several, but not joint,
commitment to provide the percentage of the entire aggregate principal amount of the Receivables
Facility, as set forth opposite such Initial Receivables Lender’s name below:




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	 	 	% of aggregate principal
	 	 	amount of the
	Initial Receivables Lender	 	Receivables Facility
	CGMI (on behalf of Citigroup)
	 	 	18.75	%
	 
	 	 	 	 
	DBNY
	 	 	18.75	%
	 
	 	 	 	 
	MSSF
	 	 	18.75	%
	 
	 	 	 	 
	CS
	 	 	14.583	%
	 
	 	 	 	 
	Royal Bank
	 	 	14.583	%
	 
	 	 	 	 
	Wachovia Bank
	 	 	14.584	%






          (c) each of DBCI, MSSF, CGMI (on behalf of Citigroup), CS, Royal Bank and Wachovia Investments
(collectively, the “Initial Bridge Lenders” and together with the Initial Senior Lenders
and the Initial Receivables Lenders, the “Initial Lenders”) is pleased to advise you of its
several, but not joint, commitment to provide the percentage of the entire aggregate principal
amount of the Senior Bridge Facility, as set forth opposite such Initial Bridge Lender’s name
below:




	 	 	 	 	 
	 	 	% of aggregate principal
	 	 	amount of the Senior
	Initial Bridge Lender	 	Bridge Facility
	DBCI
	 	 	18.75	%
	 
	 	 	 	 
	MSSF
	 	 	18.75	%
	 
	 	 	 	 
	CGMI (on behalf of Citigroup)
	 	 	18.75	%
	 
	 	 	 	 
	CS
	 	 	14.583	%
	 
	 	 	 	 
	Royal Bank
	 	 	14.583	%
	 
	 	 	 	 
	Wachovia Investments
	 	 	14.584	%





in each case, upon the terms and conditions set forth in this letter and the Summaries of Terms and
Conditions, as applicable, attached as Exhibits B, C, D and E attached hereto (collectively, the
“Term Sheets”). For purposes of this Commitment Letter, “Citigroup” means CGMI,
Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as
Citigroup shall determine to be appropriate to provide the services contemplated herein.




     It is agreed that:



          (a) (i) Citigroup, DBSI and MSSF will act as co-lead arrangers and joint bookrunners for the
Senior Secured Facilities (acting collectively in such capacities, the “Senior




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Lead
Arranger”), (ii) DBSI and MSSF will act as co-syndication agents for the Senior Secured
Facilities, (iii) CS, Royal Bank and Wachovia Securities will act as co-documentation agents for
the Senior Secured Facilities and (iv) Citigroup will act as sole administrative agent for the
Senior Secured Facilities;




          (b) (i) Citigroup, DBSI and MSSF will act as co-lead arrangers and joint bookrunners for the
Receivables Facility (acting collectively in such capacities, the “Receivables Lead
Arranger”), (ii) DBSI and MSSF will act as co-syndication agents for the Receivables Facility,
(iii) CS, Royal Bank and Wachovia Securities will act as co-documentation agents for the
Receivables Facility and (iv) Citigroup will act as sole administrative agent for the Receivables
Facility; and




          (c) (i) DBSI, MSSF and Citigroup will act as co-lead arrangers for the Senior Bridge Facility
(acting collectively in such capacities, the “Bridge Lead Arranger” and, together with the
Senior Lead Arranger and the Receivables Lead Arranger, the “Lead Arrangers”), (ii) each of
DBSI, MSSF, Citigroup, CS Securities, RBS Securities and Wachovia Securities will act as joint
bookrunners for the Senior Bridge Facility; (iii) MSSF and Citigroup will act as co-syndication
agents for the Senior Secured Facilities, (iv) CS, Royal Bank and Wachovia Securities will act as
co-documentation agents for the Senior Bridge Facility and (v) DBCI will act as sole administrative
agent for the Senior Bridge Facility.



It is further agreed that (A) Citigroup will have “left” placement and DBSI will have second
placement in any marketing materials or other documentation used in connection with the Senior
Secured Facilities, (B) Citigroup will have “left” placement and DBSI will have second placement in
any marketing material or other documentation used in connection with the Receivables Facility, and
(C) DBSI will have “left” placement and MSSF will have second placement in any marketing material
or other documentation used in connection with the Senior Bridge Facility. You agree that no other
agents, co-agents or arrangers will be appointed, no other titles will be awarded and no
compensation (other than that expressly contemplated by the Term Sheets and Fee Letter referred to
below) will be paid in connection with the Credit Facilities unless you and we shall so reasonably
agree; provided, that you may appoint one additional lead arranger and two additional
bookrunners for the Senior Bridge Facility and four additional agents or co-agents for each of the
Credit Facilities, in each case, with allocation of compensation to be determined by you as
appropriate for such roles and related commitments of such lead arrangers, bookrunners, agents or
co-agents.




     We intend to syndicate the Credit Facilities to a group of lenders identified by us in
consultation with you and reasonably acceptable to you (together with the Initial Lenders, the
“Lenders”); provided, that we will not syndicate to those banks, financial
institutions or other institutional lenders identified to the Lead Arrangers by you prior to the
date hereof or those persons that are competitors of the Company and its subsidiaries and
identified to the Lead Arrangers or the Lenders by you from time to time (the “Disqualified
Institutions”). Notwithstanding any other provision of this Commitment Letter to the contrary,
(a) no Initial Lender shall be relieved or novated from its obligations hereunder (including its
obligation to fund the Credit Facilities on the Closing Date) in connection with any syndication,
assignment or participation of the Credit Facilities, including its commitments in respect thereof,
until after the Closing Date, (b) no assignment or novation shall become effective with respect to
all or any



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portion of any Initial Lender’s commitments in respect of the Credit Facilities until
the initial funding of the Credit Facilities (except to the extent Senior Notes are issued in lieu
of the Senior
Bridge Facility or a portion thereof) on the Closing Date, and (c) unless the Borrower agrees
in writing, each Initial Lender shall retain exclusive control over all rights and obligations with
respect to its commitments in respect of the Credit Facilities, including all rights with respect
to consents, modifications, supplements and amendments, until the Closing Date has occurred. The
Lead Arrangers intend to commence syndication efforts promptly, and until the earlier to occur of
(i) a Successful Syndication (as defined in the Fee Letter) and (ii) sixty (60) days after the
Closing Date, you agree actively to assist the Lead Arrangers in completing a syndication
satisfactory to the Lead Arrangers and you. Such assistance shall include (A) using commercially
reasonable efforts to ensure that the syndication efforts benefit from the existing banking
relationships of the Sponsors and the Company, (B) direct contact between your senior management
and non-legal advisors and the proposed Lenders (and using your commercially reasonable efforts to
ensure such contact between senior management of the Company and the proposed Lenders), (C) your
assistance (and using your commercially reasonable efforts to cause the Company to assist) in the
preparation of one or more confidential information memoranda and other marketing materials to be
used in connection with the syndication, (D) the hosting, with the Lead Arrangers of one or more
meetings of prospective Lenders at times and locations to be mutually agreed (and using your
commercially reasonable efforts to cause the officers of the Company to be available for such
meetings), (E) using your commercially reasonable efforts to obtain ratings for the Credit
Facilities from each of Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s
Ratings Group (“S&P”) prior to the Closing Date, (F) using your commercially reasonable
efforts to facilitate the opportunity for a reasonable and customary accounts receivable collateral
field exam with respect to the Receivables Facility Collateral prior to the launch of syndication,
and (G) using your commercially reasonable efforts to provide that there shall be no competing
offering, placement or arrangement of any debt securities (other than the Senior Notes) or bank
financing (other than the Credit Facilities) by or on behalf of the Company or any of its
subsidiaries (it being understood that any indebtedness permitted under the Merger Agreement as in
effect on the date hereof, including any indebtedness for the purpose of refinancing the 3.125%
Senior Notes Due 2007, shall not be subject to this subclause (G)). Notwithstanding anything to
the contrary contained in this Commitment Letter or the Fee Letter, neither the commencement nor
completion of the syndication of the Credit Facilities shall constitute a condition precedent to
the Closing Date.



     The Lead Arrangers, in their capacity as such, will manage, in consultation with you (and with
your consent, which will not be unreasonably withheld), all aspects of the syndication, including
decisions as to the selection of institutions to be approached and when they will be approached,
when the Lenders’ commitments will be accepted, which Lenders will participate, the allocation of
the commitments among the Lenders and the amount and distribution of fees among the Lenders. You
hereby acknowledge and agree that the Lead Arrangers, in such capacity, will have no responsibility
other than to arrange the syndication as set forth herein and in no event shall be subject to any
fiduciary or other implied duties in connection with the transactions contemplated hereby. To
assist the Lead Arrangers in their syndication efforts, you agree promptly to prepare and provide
to the Lead Arrangers (and use commercially reasonable efforts to cause the Company to provide to
the Lead Arrangers) all information with respect to the Company and its subsidiaries and the
Merger, including all financial information and Projections (as defined below), as the Lead
Arrangers may reasonably request in connection with



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the arrangement and syndication of the Credit
Facilities. At the request of the Lead Arrangers, you agree to assist in the preparation of a
version of the information package and presentation
consisting exclusively of information and documentation with respect to the Company and its
subsidiaries and the Merger that is either publicly available or not material with respect to the
Sponsors, the Company, their respective affiliates, any of their respective securities and the
Merger for purposes of United States federal and state securities laws.



     You hereby represent and warrant that to your knowledge (a) all written information, other
than the Projections and information of a general economic or industry specific nature (the
“Information”), that has been or will be made available to us by you, the Company or any of
your or their representatives in connection with the transactions contemplated hereby, when taken
as a whole, does not or will not, when furnished, contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements contained therein not
materially misleading in light of the circumstances under which such statements are made, as
supplemented and updated, and (b) the financial projections and other forward-looking information
(the “Projections”) that have been or will be made available to us by you, the Company or
any of your or their representatives in connection with the transactions contemplated hereby have
been or will be prepared in good faith based upon assumptions believed by you to be reasonable at
the time furnished (it being recognized by the Commitment Parties that such Projections are not to
be viewed as facts and that actual results during the period or periods covered by any such
Projections may differ from the projected results, and such differences may be material). You
agree that if, at any time prior to the Closing Date, you become aware that any of the
representations in the preceding sentence is incorrect, in any material respect, then you will use
commercially reasonable efforts to promptly supplement the Information and the Projections so that,
to your knowledge, such representations are correct, in all material respects, under those
circumstances. You understand that in arranging and syndicating the Credit Facilities we may use
and rely on the Information and Projections without independent verification thereof.



     As consideration for the commitments and agreements of the Commitment Parties hereunder, you
agree to cause to be paid the nonrefundable fees described in the Second Amended and Restated Fee
Letter dated the date hereof and delivered herewith (the “Fee Letter”).



     Each Commitment Party’s commitments and agreements hereunder are subject to the conditions set
forth on Exhibit E. Notwithstanding anything in this Commitment Letter, the Fee Letter, the Credit
Facilities Documentation (as defined in Exhibit E) or any other letter agreement or other
undertaking concerning the financing of the transactions contemplated hereby to the contrary, (a)
the only representations relating to the Company and its subsidiaries and their respective
businesses, the accuracy of which shall be a condition to availability of the Credit Facilities on
the Closing Date, shall be (i) such of the representations made by the Company in the Merger
Agreement as are material to the interests of the Lenders, but only to the extent that MergerCo has
the right to terminate its obligations under the Merger Agreement as a result of a breach of such
representations in the Merger Agreement (the “Merger Agreement Representations”) and (ii)
the Specified Representations (as defined below), and (b) the terms of the Credit Facilities
Documentation shall be in a form such that they do not impair availability of the Credit Facilities
on the Closing Date if the conditions set forth in this Commitment Letter are



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satisfied (it being
understood that, to the extent any guarantee or collateral (including the creation or perfection of
any security interest) referred to in the Term Sheets is not or cannot be
provided on the Closing Date (other than the pledge and perfection of domestic assets with
respect to which a lien may be perfected solely by the filing of a financing statement under the
Uniform Commercial Code (“UCC”)) after your use of commercially reasonable efforts to do so
or without undue burden or expense, then the provision of any such guarantee and/or collateral
shall not constitute a condition precedent to the availability of the Credit Facilities on the
Closing Date, but may instead be provided after the Closing Date pursuant to arrangements to be
mutually agreed). For purposes hereof, “Specified Representations” means the
representations and warranties set forth in the Term Sheets relating to corporate power and
authority, due authorization, execution and delivery and the enforceability of the Credit
Facilities Documentation, in each case as they relate to the entering into and performance of the
Credit Facilities Documentation, Federal Reserve margin regulations, the Investment Company Act and
status of the Senior Secured Facilities and the guaranties thereof as senior debt. Notwithstanding
anything in this Commitment Letter, the Fee Letter, the Credit Facilities Documentation or any
other letter agreement or other undertaking concerning the financing of the transactions
contemplated hereby to the contrary, the only conditions to availability of the Credit Facilities
on the Closing Date are set forth in each of the relevant Term Sheets under the heading “Initial
Conditions” and in Exhibit E. This paragraph, and the provisions herein, shall be referred to as
the “Certain Funds Provision”.



     You agree (a) to indemnify and hold harmless the Commitment Parties, their affiliates and
their respective directors, employees, advisors, and agents (each, an “indemnified person”)
from and against any and all losses, claims, damages and liabilities to which any such indemnified
person may become subject arising out of or in connection with this Commitment Letter, the Credit
Facilities, the use of the proceeds thereof and the Merger or any claim, litigation, investigation
or proceeding (a “Proceeding”) relating to any of the foregoing, regardless of whether any
indemnified person is a party thereto, and to reimburse each indemnified person upon demand for any
reasonable legal or other out-of-pocket expenses incurred in connection with investigating or
defending any of the foregoing by one counsel to such indemnified persons taken as a whole and, in
the case of a conflict of interest, one additional counsel to the affected indemnified persons
taken as a whole (and, if necessary, of one local counsel in any jurisdiction), 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 arise from the willful misconduct, bad
faith or gross negligence of, or breach of this Commitment Letter or the Fee Letter by, such
indemnified person (or any of its related parties) or to any disputes solely among indemnified
persons and not involving the Borrower, the Sponsors, the Company or any of their affiliates, and
(b) if the Closing Date occurs, to reimburse each Commitment Party and its affiliates on the
Closing Date for all reasonable out-of-pocket expenses that have been invoiced in a reasonable
period of time prior to the Closing Date (including due diligence expenses, syndication expenses,
travel expenses, and reasonable fees, charges and disbursements of one counsel to the Commitment
Parties (and, if necessary, of one local counsel and one regulatory counsel in any jurisdiction))
incurred in connection with the Credit Facilities and any related documentation (including this
Commitment Letter and the definitive financing documentation) or the administration, amendment,
modification or waiver thereof. No indemnified person shall be liable for any damages arising from
the use by others of Information or other materials obtained through electronic, telecommunications
or other



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information transmission systems, except to the extent any such damages arise from the
gross negligence, bad faith or willful misconduct of, or breach of this Commitment Letter or the
Fee
Letter by, such indemnified person (or any of its related parties), or for any special,
indirect, consequential or punitive damages in connection with the Credit Facilities. You shall
not be liable for any settlement of any Proceeding effected without your consent (which consent
shall not be unreasonably withheld or delayed), but if settled with your written consent, or if
there is a judgment against an indemnified person in any such Proceeding, you agree to indemnify
and hold harmless each indemnified person in the manner set forth above. You shall not, without
the prior written consent of an indemnified person (which consent shall not be unreasonably
withheld), effect any settlement of any pending or threatened Proceeding against an indemnified
person in respect of which indemnity could have been sought hereunder by such indemnified person
unless (i) such settlement includes an unconditional release of such indemnified person from all
liability or claims that are the subject matter of such Proceeding and (ii) does not include any
statement as to any admission.



     You acknowledge that each Commitment Party (or its affiliate) is a full service securities
firm and such person may from time to time effect transactions, for its own or its affiliates’
account or the account of customers, and hold positions in loans, securities or options on loans or
securities of the Company and its affiliates and of other companies that may be the subject of the
transactions contemplated by this Commitment Letter. To its knowledge, no Commitment Party or its
respective affiliates is arranging capital or providing financial advisory services to other
persons in respect of which such Commitment Party has reason to believe you may have materially
conflicting interests as directly regarding the transactions described herein. In addition, of the
Commitment Parties and none of their respective affiliates will use confidential information
obtained from you or your affiliates or on your or their behalf by virtue of the transactions
contemplated hereby or any other relationships with you in connection with the performance by the
Commitment Parties and their respective affiliates of services for other companies or other persons
and none of the Commitment Parties or their respective affiliates will furnish any such information
to other companies or other persons. You also acknowledge that the Commitment Parties and their
respective affiliates have no obligation to use in connection with the transactions contemplated
hereby, or to furnish to you, confidential information obtained from other companies or other
persons.



     You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship
between you and the Commitment Parties is intended to be or has been created in respect of any of
the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment
Parties have advised or are advising you on other matters, (b) the Commitment Parties, on the one
hand, and you, on the other hand, have an arm’s length business relationship that does not directly
or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment
Parties, (c) you are capable of evaluating and understanding, and you understand and accept, the
terms, risks and conditions of the transactions contemplated by this Commitment Letter, and (d) you
have been advised that the Commitment Parties are engaged in a broad range of transactions that may
involve interests that differ from your interests and that the Commitment Parties have no
obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory
or agency relationship.



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     This Commitment Letter shall not be assignable by you (except to one or more of your
affiliates controlled, directly or indirectly, by the Sponsors to effect consummation of the Merger
and to the Company or one of its subsidiaries immediately prior to or otherwise substantially
concurrently with the consummation of the Merger) without the prior written consent of each
Commitment Party (and any purported assignment without such consent shall be null and void), is
intended to be solely for the benefit of the parties hereto and the indemnified persons and is not
intended to confer any benefits upon, or create any rights in favor of, any person other than the
parties hereto and the indemnified persons. This Commitment Letter may not be amended or waived
except by an instrument in writing signed by you and each Commitment Party. This Commitment Letter
may be executed in any number of counterparts, each of which shall be an original, and all of
which, when taken together, shall constitute one agreement. Delivery of an executed signature page
of this Commitment Letter by facsimile or electronic transmission shall be effective as delivery of
a manually executed counterpart hereof. This Commitment Letter and the Fee Letter are the only
agreements that have been entered into among us and you with respect to the Credit Facilities and
set forth the entire understanding of the parties with respect thereto. This Commitment Letter
shall be governed by, and construed and interpreted in accordance with, the laws of the State of
New York.



     This Commitment Letter is delivered to you on the understanding that neither this Commitment
Letter nor the Fee Letter nor any of their terms or substance shall be disclosed, directly or
indirectly, to any other person except (a) MergerCo, the Sponsors and to your and their officers,
directors, employees, affiliates, members, partners, stockholders, attorneys, accountants, agents
and advisors and, on a confidential basis, those of the Company and the Company itself
(provided that any disclosure of the Fee Letter or its terms or substance to the Company or
its officers, directors, employees, attorneys, accountants, agents or advisors shall be redacted in
respect of the amount of fees set forth in numbered paragraphs 1 through 7 thereof, unless the Lead
Arrangers otherwise agree), (b) in any legal, judicial or administrative proceeding or as otherwise
required by law or regulation or as requested by a governmental authority (in which case you agree,
to the extent permitted by law, to inform us promptly in advance thereof), (c) this Commitment
Letter and the existence and contents hereof (but not the Fee Letter or the contents thereof other
than the existence thereof and the contents thereof as part of projections, pro forma information
and a generic disclosure of aggregate sources and uses to the extent customary in marketing
materials and other disclosures) may be disclosed in any proxy relating to the Merger, in any
prospectus or offering memoranda relating to the Senior Notes, in any syndication or other
marketing material in connection with the Credit Facilities or in connection with any public filing
requirement, and (d) the Term Sheets may be disclosed to potential Lenders and to any rating agency
in connection with the Merger; provided, that the foregoing restrictions shall cease to
apply in respect to the existence and contents of this Commitment Letter (but not in respect of the
Fee Letter and its terms and substance) after this Commitment Letter has been accepted by you.



     The Commitment Parties shall use all nonpublic information received by them in connection with
the Merger and the related transactions solely for the purposes of providing the services that are
the subject of this Commitment Letter and shall treat confidentially all such information;
provided, however, that nothing herein shall prevent any Commitment Party from
disclosing any such information (a) to rating agencies, (b) to any Lenders or participants or
prospective Lenders or participants, (c) in any legal, judicial, administrative proceeding or other



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compulsory process or otherwise as required by applicable law or regulations (in which case such
Commitment Party shall promptly notify you, in advance, to the extent permitted by law), (d) upon
the request or demand of any regulatory authority having jurisdiction over such
Commitment Party or its affiliates (in which case such Commitment Party shall promptly notify
you, in advance, to the extent lawfully permitted to do so), (e) to the employees, legal counsel,
independent auditors, professionals and other experts or agents of such Commitment Party
(collectively, “Representatives”) who need to know such information and are informed of the
confidential nature of such information and are or have been advised of their obligation to keep
information of this type confidential, (f) to any of its respective affiliates (provided
that any such affiliate is advised of its obligation to retain such information as confidential,
and such Commitment Party shall be responsible for its affiliates’ compliance with this paragraph)
solely in connection with the Merger and the related transactions, (g) to the extent any such
information becomes publicly available other than by reason of disclosure by such Commitment Party,
its affiliates or Representatives and (h) for purposes of establishing a “due diligence” defense;
provided, that the disclosure of any such information to any Lenders or prospective Lenders
or participants or prospective participants referred to above shall be made subject to the
acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective
participant that such information is being disseminated on a confidential basis (on substantially
the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and each
Commitment Party, including, without limitation, as agreed in any confidential information
memorandum or other marketing materials) in accordance with the standard syndication processes of
such Commitment Party or customary market standards for dissemination of such type of information.



     You, the Sponsors and we hereby irrevocably and unconditionally submit to the exclusive
jurisdiction of any state or Federal court sitting in the City of New York over any suit, action or
proceeding arising out of or relating to the Transactions or the other transactions contemplated
hereby, this Commitment Letter or the Fee Letter or the performance of services hereunder or
thereunder. You, the Sponsors and we agree that service of any process, summons, notice or
document by registered mail addressed to you, the Sponsors or us shall be effective service of
process for any suit, action or proceeding brought in any such court. You, the Sponsors and we
hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit,
action or proceeding brought in any such court and any claim that any such suit, action or
proceeding has been brought in any inconvenient forum. You, the Sponsors and we hereby irrevocably
agree to waive trial by jury in any suit, action, proceeding, claim or counterclaim brought by or
on behalf of any party related to or arising out of the Transactions, this Commitment Letter or the
Fee Letter or the performance of services hereunder or thereunder.



     Each of the Commitment Parties hereby notifies you that, pursuant to the requirements of the
USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the
“PATRIOT Act”), it is required to obtain, verify and record information that identifies the
Borrower and each Guarantor, which information includes names, addresses, tax identification
numbers and other information that will allow such Lender to identify the Borrower and each
Guarantor in accordance with the PATRIOT Act.



     The indemnification, jurisdiction and confidentiality provisions contained herein and in the
Fee Letter shall remain in full force and effect regardless of whether definitive financing



-10-









 







documentation shall be executed and delivered and notwithstanding the termination of this
Commitment Letter or the commitments hereunder; provided that your obligations under this
Commitment Letter (other than your obligations with respect to (a) assistance to be provided in
connection with the syndication thereof and (b) confidentiality of the Fee Letter and the
contents thereof) shall automatically terminate and be superseded by the provisions of the Credit
Facilities Documentation upon the initial funding thereunder, and you shall automatically be
released from all liability in connection therewith at such time. You may terminate the Initial
Lenders’ commitments hereunder at any time subject to the provisions of the preceding sentence.



     By signing this Commitment Letter, each of the parties hereto hereby acknowledges and agrees
that (a) the Initial Senior Lenders are offering to provide the Senior Secured Facilities and the
Receivables Facility separate and apart from the Initial Bridge Lenders’ offer to provide the
Senior Bridge Facility and (b) the Initial Bridge Lenders are offering to provide the Senior Bridge
Facility separate and apart from the offer by the Initial Senior Lenders to provide the Senior
Secured Facilities and the Receivables Facility. You may, at your option, elect to accept this
Commitment Letter (and the applicable provisions of the Fee Letter) with respect to either (a) the
Senior Secured Facilities and the Receivables Facility or (b) the Senior Bridge Facility or both.



     If the foregoing correctly sets forth our agreement, please indicate your acceptance of the
terms of this Commitment Letter and the Fee Letter by returning to us executed counterparts of this
Commitment Letter and of the Fee Letter not later than 5:00 p.m., New York City time, on May 21,
2007. This offer will automatically expire at such time if we have not received such executed
counterparts in accordance with the preceding sentence. In the event that the initial borrowing
under the Credit Facilities does not occur on or before the Expiration Date, then this Commitment
Letter and the commitments hereunder shall automatically terminate unless we shall, in our
discretion, agree to an extension. “Expiration Date” means the Termination Date (as defined in
Section 8.01(b) of the Merger Agreement, which provides for such date initially to be twelve (12)
months from the FCC Filing Date (as defined in the Merger Agreement)); provided, that if
such Termination Date is extended pursuant to Section 8.01(b) of the Merger Agreement (to the date
that is eighteen (18) months from the FCC Filing Date), the Expiration Date shall automatically be
extended to the expiry of such extended Termination Date.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




-11-









 








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



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	CITIGROUP GLOBAL
MARKETS INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barbara Matas	 	 
	 

	 	Name:	 	 
Barbara Matas
	 	 
	 

	 	Title:
	 	 
Managing Director
	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 








 









 





	 	 	 	 	 
	 	 	DEUTSCHE BANK AG NEW YORK BRANCH
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David Mayhew
	 

	 	 	 	 
	 

	 	Name:
	 	David Mayhew
	 

	 	 	 	 
	 

	 	Title:
	 	Managing Director
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Stephen Cayer
	 

	 	 	 	 
	 

	 	Name:
	 	Stephen Cayer
	 

	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 





	 	 	 	 	 
	 	 	DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David Mayhew
	 

	 	 	 	 
	 

	 	Name:
	 	David Mayhew
	 

	 	 	 	 
	 

	 	Title:
	 	Managing Director
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Stephen Cayer
	 

	 	 	 	 
	 

	 	Name:
	 	Stephen Cayer
	 

	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 





	 	 	 	 	 
	 	 	DEUTSCHE BANK SECURITIES INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Vikrant Sawhney
	 

	 	 	 	 
	 

	 	Name
	 	Vikrant Sawhney
	 

	 	 	 	 
	 

	 	Title:
	 	Managing Director
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jake Foley
	 

	 	 	 	 
	 

	 	Name:
	 	Jake Foley
	 

	 	 	 	 
	 

	 	Title:
	 	Managing Director
	 

	 	 	 	 





[Commitment Letter Signature Page]




 









 





	 	 	 	 	 
	 	 	MORGAN STANLEY SENIOR FUNDING INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Henry F. D’Alessandro
	 

	 	 	 	 
	 

	 	Name:
	 	Henry F. D’Alessandro
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





[Commitment Letter Signature Page]




 









 





	 	 	 	 	 
	 	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Judith E. Smith
	 

	 	 	 	 
	 

	 	Name:
	 	Judith E. Smith
	 

	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Doreen Barr
	 

	 	 	 	 
	 

	 	Name:
	 	Doreen Barr
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





	 	 	 	 	 
	 	 	CREDIT SUISSE SECURITIES (USA) LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ SoVonna Day-Golns
	 

	 	 	 	 
	 

	 	Name:
	 	SoVonna Day-Golns
	 

	 	 	 	 
	 

	 	Title:
	 	Managing Director
	 

	 	 	 	 





[Commitment Letter Signature Page]




 









 





	 	 	 	 	 
	 	 	ROYAL BANK OF SCOTLAND plc
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Steven F. Killilea
	 

	 	 	 	 
	 

	 	Name:
	 	Steven F. Killilea
	 

	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 





	 	 	 	 	 
	 	 	RBS SECURITIES CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Steven F. Killilea
	 

	 	 	 	 
	 

	 	Name:
	 	Steven F. Killilea
	 

	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 





[Commitment Letter Signature Page]




 









 





	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James D. Jeffries
	 

	 	 	 	 
	 

	 	Name:
	 	James D. Jeffries
	 

	 	 	 	 
	 

	 	Title:
	 	Managing Director
	 

	 	 	 	 





	 	 	 	 	 
	 	 	WACHOVIA INVESTMENT HOLDINGS, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James D. Jeffries
	 

	 	 	 	 
	 

	 	Name:
	 	James D. Jeffries
	 

	 	 	 	 
	 

	 	Title:
	 	Managing Director
	 

	 	 	 	 





	 	 	 	 	 
	 	 	WACHOVIA CAPITAL MARKETS, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James D. Jeffries
	 

	 	 	 	 
	 

	 	Name:
	 	James D. Jeffries
	 

	 	 	 	 
	 

	 	Title:
	 	Managing Director
	 

	 	 	 	 





[Commitment Letter Signature Page]





 










 








	 	 	 	 	 
	Accepted and agreed to as of	 	 
	the date first above written:	 	 
	 
	 	 	 	 
	BT TRIPLE CROWN MERGER CO, INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Scott M. Sperling	 	 
	Name:

	 	 
Scott M. Sperling
	 	 
	Title:

	 	 
Co-President
	 	 
	 

	 	 

	 	 






[Commitment Letter Signature Page]




 









 








	 	 	 	 	 
	B TRIPLE CROWN FINCO, LLC	 	 
	 
	 	 	 	 
	By:
	 	/s/ John Connaughton	 	 
	Name:

	 	 
John Connaughton
	 	 
	Title:

	 	 
Managing Director
	 	 
	 

	 	 

	 	 






[Commitment Letter Signature Page]




 









 








	 	 	 	 	 
	T TRIPLE CROWN FINCO, LLC	 	 
	 
	 	 	 	 
	By:
	 	/s/ Scott M. Sperling	 	 
	Name:

	 	 
Scott M. Sperling
	 	 
	Title:

	 	 
Co-President	 	 
	 

	 	 

	 	 






[Commitment Letter Signature Page]