Exhibit 10.2


 


Execution Version


 


Goldman Sachs Credit
Partners L.P.

85 Broad Street

New York, New York  10004


 


COMMITMENT LETTER


 


PERSONAL AND
CONFIDENTIAL


 


July 5, 2005


 


Pogo Producing Company

5 Greenway Plaza

P.O. Box 2504

Houston, Texas  77252-2504


 


	
  Attention:

  	
  James P. Ulm, II

  
	
   

  	
  Senior Vice President and Chief
  Financial Officer

  



 


Ladies and Gentlemen:


 


We are pleased to confirm
the arrangements under which Goldman Sachs Credit Partners L.P. (“GSCP” or the “Administrative Agent”)
is exclusively authorized by Pogo Producing Company (the “Company”)
to act as sole lead arranger, sole bookrunner, sole syndication agent and
administrative agent in connection with the bridge loans described herein, and,
together with any other lenders set forth on Schedule I hereto and any
entities that become lenders in accordance with the syndication arrangements
set forth below (collectively with GSCP, the “Lenders”),
commits to provide the bridge loans described herein, in each case, on the
terms and subject to the conditions set forth in this letter, the attached
Annex A and Annex B (collectively, the “Commitment Letter”)
and the Fee Letter (as defined below).


 


You have informed GSCP
that the Company, a Delaware corporation, intends to sign an agreement (the “Acquisition Agreement”) to acquire (the “Acquisition”) certain of the Canadian assets of a public
company code-named Ulysses (the “Seller”), as
specified in the Acquisition Agreement (the “Acquired
Business”).  You have also
informed us that the total purchase price for the Acquisition (including the
refinancing of certain debt of the Acquired Business, but excluding the payment
of fees, commissions and expenses in connection with the Acquisition) will be
approximately $1.8 billion and that the Acquisition will be financed with (i) the
issuance by the Company of up to $1.0 billion in aggregate principal amount of debt,
equity or equity-linked securities (the “Permanent Securities”)
or, in the event the Permanent Securities are not issued at the time the
Acquisition is consummated, borrowings by the Company of up to $1.0 billion under
senior subordinated increasing rate bridge loans (the “Bridge Loans”)
having the terms of set forth in Annex B and (ii) the sale of certain of
the Company’s assets located in Thailand, as previously identified to GSCP, for
cash of at least $800.0 million (the “Asset Sale”)
or, in the event the Asset Sale is not consummated at or before the time the
Acquisition is consummated, borrowings by the Company of up to an additional $800.0
million under the Bridge Loans.  On the
Closing Date (as defined), neither the Company nor any of its subsidiaries will
have any debt for borrowed money or equity outstanding, except for (i) debt
and equity outstanding as of the date hereof (including exchange notes issued
in connection with the Company’s exchange offer for its existing 6.625% Senior
Subordinated Notes due 2015 (the “2005 Notes”)), (ii) borrowings
not to exceed an amount to be agreed upon under the Company’s existing credit
agreement, dated as of December 16, 2004, among the Company, as borrower,
certain commercial lending institutions, as the lenders, Bank of Montreal,
acting


 





















 


through its Chicago,
Illinois branch, as the administrative agent (the “Credit
Facility”), (iii) equity issued to management and employees of
the Company pursuant to existing equity compensation plans or (iv) as
described in this paragraph.  In
addition, the Acquired Business will have permanently repaid all of its
indebtedness on or before the Closing Date.


 


1.     Commitment.           GSCP is pleased to confirm its commitment
to act as sole lead arranger and sole bookrunner to provide the Company with
structuring advice in connection with the Bridge Loans, to act as sole
syndication agent to provide the Company with syndication advice in connection
with the Bridge Loans and to act as administrative agent for the Bridge Loans.  Each of the Lenders
is pleased to confirm its commitment (each, a “Commitment”
and, collectively, the “Commitments”),
severally and not jointly, to provide the Bridge Loans having the terms set
forth on Annex B, in each case, on the terms and subject to the conditions
contained in this Commitment Letter and the Fee Letter.  The Commitment of each Lender individually is
set forth opposite its name on Schedule 1 hereto; all of the Commitments
together equal up to $1.8 billion; provided, that
if the Asset Sale is consummated at or prior to the time of the consummation of
the Acquisition, the aggregate Commitments will equal up to $1.0 billion.  The Company agrees that the Lenders will have
the exclusive right during the term of this Commitment Letter to provide any
bridge or interim financing utilized by the Company or any of its affiliates to
finance any portion of the Acquisition.


 


Each Lender’s commitment
is subject, in its discretion, to the conditions set forth in Annex B hereto
and the following conditions: (i) there shall not have been any material
adverse change, or any development involving a prospective material adverse
change, in or affecting the general affairs, management, financial position,
stockholders’ equity or results of operations of the Company or the Acquired
Business and their respective subsidiaries since December 31, 2004 and December 31,
2004, respectively (the dates of the most recent audited financial statements
for the Company and unaudited financial statements for the Acquired Business,
respectively, furnished by the Company to GSCP); and (ii) the Bridge Loans
being assigned and maintaining a credit rating by Moody’s Investor Services, Inc.
(“Moody’s”) and Standard & Poor’s
Ratings Group, a division of The McGraw Hill Corporation (“S&P”).  Each Lender’s commitment is also subject, in
its discretion, to the satisfactory negotiation, execution and delivery of
appropriate definitive documentation relating to the Bridge Loans, including,
without limitation, a bridge loan agreement (the “Bridge Loan
Agreement”), to be based upon and substantially consistent with the
terms set forth in this Commitment Letter. 
Our commitment is also conditioned upon and made subject to our not
becoming aware after the date hereof of any new or inconsistent information or
other matter not previously disclosed to us relating to the Company, the
Acquired Business or the Acquisition or the transactions contemplated by this
Commitment Letter, which GSCP, in its reasonable judgment, deems material and
adverse relative to the information or other matters disclosed to us prior to
the date hereof.


 


2.     Fees and Expenses.             The fees for these services are set forth
in a separate letter (the “Fee Letter”),
dated as of the date hereof, entered into by the Lenders and the Company.  In addition, pursuant to an engagement letter
(the “Engagement Letter”), dated as of the
date hereof, between the Company and Goldman, Sachs & Co. (“Goldman Sachs”), the Company has, among other things,
offered Goldman Sachs the right to act as the sole placement agent, sole
purchaser or sole underwriter in connection with the sale of the Permanent
Securities.


 


3.     Syndication.           GSCP intends and reserves the right to syndicate
the Commitments and/or the Bridge Loans to other Lenders.  GSCP will select the Lenders after
consultation with


 


2





















 


the Company.  GSCP
will lead the syndication, including determining the timing of all offers to
potential Lenders and the acceptance of Commitments, any title of agent or
similar designations or roles awarded to Lenders, the amounts offered and the
compensation provided to each Lender from the amounts to be paid to GSCP
pursuant to the terms of this Commitment Letter and the Fee Letter.  GSCP will determine the final Commitment
allocations and will notify the Company of such determinations.  The Company agrees to use all commercially
reasonable efforts to ensure that GSCP’s syndication efforts benefit from the
existing lending relationships of the Company. 
To facilitate an orderly and successful syndication of the Bridge Loans,
you agree that, until the later of the termination of the syndication as
determined by GSCP and 120 days following the date of initial funding under the
Bridge Loans (the “Closing Date”),
the Company will not, and will use commercially reasonable efforts to cause the
Acquired Business to agree that it will not, syndicate or issue, attempt to
syndicate or issue, announce or authorize the announcement of the syndication
or issuance of, or engage in discussions concerning the syndication or issuance
of, any debt facility or debt or preferred equity security of the Company or
any of its affiliates (other than the Bridge Loans and other indebtedness
contemplated hereby), including any renewals or refinancings of any existing
debt facility or debt or preferred equity security, without the prior written
consent of GSCP.


 


4.     Cooperation.           The Company agrees to cooperate with GSCP,
and to use commercially reasonable efforts to cause the Acquired Business to
cooperate with GSCP, in connection with (i) the preparation of an
information package regarding the business, operations, financial projections
and prospects of the Company and the Acquired Business, including, without
limitation, the delivery of all information relating to the transactions
contemplated hereunder prepared by or on behalf of the Company or the Acquired
Business deemed reasonably necessary by GSCP to complete the syndication of the
Commitments and/or the Bridge Loans (including, without limitation, obtaining
the credit ratings from S&P and Moody’s described above) and (ii) the
presentation of an information package acceptable in format and content to GSCP
in meetings and other communications with prospective Lenders in connection
with the syndication of the Commitments and/or the Bridge Loans (including,
without limitation, direct contact between senior management and
representatives of the Company with prospective Lenders and participation of
such persons in meetings).  The Company
further agrees that each Lender’s Commitment hereunder is conditioned upon the
Company’s satisfaction of the requirements of the foregoing provisions of this
paragraph by a date sufficient to permit the syndication of the Commitments
and/or the Bridge Loans to be completed prior to the Closing Date, as
determined in the reasonable discretion of GSCP.  The Company will be solely responsible for the
contents of any such information package and presentation and acknowledge that
GSCP will be using and relying upon the information contained in such
information package and presentation without independent verification
thereof.  The Company agrees that
information regarding the Bridge Loans and information provided by the Company,
the Acquired Business or their respective representatives to GSCP in connection
with the Bridge Loans (including, without limitation, draft and execution
versions of the Loan Documents, publicly filed financial statements, and draft
or final offering materials relating to contemporaneous or prior securities
issuances by the Company or the Acquired Business) may be disseminated to
potential Lenders and other persons through one or more internet sites
(including an IntraLinks workspace) created for purposes of syndicating the Bridge
Loans or otherwise, in accordance with GSCP’s standard syndication practices
(including hard copy and via electronic transmissions).  Without limiting the foregoing, the Company
authorizes the use of its logos in connection with any such dissemination.


 


3





















 


At the request of GSCP,
the Company agrees to prepare a version of the information package and
presentation that does not contain material non-public information concerning
the Company or the Acquired Business, their respective affiliates or their
securities.  In addition, the Company
agrees that unless specifically labeled “Private—Contains Non-Public
Information,” no information, documentation or other data disseminated to
prospective Lenders in connection with the syndication of the Bridge Loans,
whether through an internet site (including, without limitation, an IntraLinks
workspace), electronically, in presentations at meetings or otherwise, will
contain any material non-public information concerning the Company or the
Acquired Business, their respective affiliates or their securities.


 


The Company represents and covenants that (i) all
information (other than projections) provided directly or indirectly by the
Company to GSCP or the Lenders in connection with the transactions contemplated
hereunder is and will be, when taken as a whole, complete and correct in all
material respects and does not and will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
contained therein not misleading and (ii) the projections that have been
or will be made available to GSCP or the Lenders by the Acquired Business or
the Company have been and will be prepared in good faith based upon assumptions
that are believed by the preparer thereof to be reasonable at the time
made.  You agree that if at any time
prior to the Closing Date, 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, or cause to be supplemented, the information
and projections so that such representations will be correct in all material
respects under those circumstances.


 


5.     Annex A.       In connection with arrangements such as this, it is
our firm’s policy to receive indemnification. 
The Company agrees to the provisions with respect to our indemnity and
other matters set forth in Annex A, which is incorporated by reference into
this Commitment Letter.


 


This Commitment Letter
may not be assigned by you without the prior written consent of GSCP (and any
purported assignment without such consent will be null and void), is intended
to be solely for the benefit of the parties hereto and is not intended to
confer any benefits upon, or create any rights in favor of, any person other
than the parties hereto.  GSCP may assign
its Commitment hereunder, in whole or in part, to any of its affiliates or to
any Lender, and upon such assignment, GSCP will be released from the portion of
its Commitment hereunder that has been assigned.  This Commitment Letter (including the Annexes
hereto) may not be amended or any term or provision hereof or thereof waived or
modified, except by an instrument in writing signed by each of the parties
hereto, and any term or provision hereof or thereof may be amended or waived
only by a written agreement executed and delivered by all parties hereto.


 


GSCP hereby notifies the
Company and the Acquired Business that pursuant to the requirements of the USA
PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”) it and each Lender may be
required to obtain, verify and record information that identifies the Company
and the Acquired Business, which information includes the name and address of
the Company and the Acquired Business and other information that will allow
GSCP and each Lender to identify the Company and the Acquired Business in
accordance with the Act.  This notice is
given in accordance with the requirements of the Act and is effective for GSCP
and each Lender.


 


4





















 


6.     Confidentiality.      Please note that this Commitment Letter,
the Fee Letter and any written or oral advice provided by GSCP in connection
with this arrangement are exclusively for the information of the Company and
may not be disclosed to any third party or circulated or referred to publicly without
our prior written consent, except, after providing written notice to GSCP,
pursuant to a subpoena or order issued by a court of competent jurisdiction or
by a judicial, administrative or legislative body or committee.  In addition, we hereby consent to your
disclosure of (i) this Commitment Letter, the Fee Letter and such advice
to the Company’s officers, directors, agents and advisors who are directly
involved in the consideration of the Bridge Loans to the extent such persons
agree to hold the same in confidence, (ii) this Commitment Letter or the
information contained herein (but not the Fee Letter or the information
contained therein) to the Acquired Business and the Seller to the extent you
notify such persons of their obligations to keep such material confidential,
and to the Acquired Business’s and the Seller’s respective officers, directors,
agents and advisors who are directly involved in the consideration of the Bridge
Loans; provided, that you use commercially
reasonable efforts to cause such persons to agree to hold the same in
confidence, (iii) this Commitment Letter and the Fee Letter as required by
applicable law or compulsory legal process (in which case you agree to inform
us promptly thereof) and (iv) the information contained in this Commitment
Letter in any prospectus or other offering memorandum relating to the Permanent
Securities.  The provisions of this
paragraph shall survive any termination or completion of the arrangement
provided by this Commitment Letter. 


 


7.     Additional Matters.           As you know, GSCP may from time to time
effect transactions, for its own account or the account of customers, and hold
positions in loans or options on loans of the Company, the Acquired Business
and other companies that may be the subject of this arrangement.  In addition, Goldman Sachs is a full service
securities firm and as such may from time to time effect transactions, for its
own account or the account of customers, and hold positions in securities or
options on securities of the Company, the Acquired Business and other companies
that may be the subject of this arrangement. 
In addition, GSCP may employ the services of its affiliates in providing
certain services hereunder and may exchange with such affiliates information
concerning the Company, the Acquired Business and other companies that may be
the subject of this arrangement, and such affiliates shall be entitled to the
benefits afforded to GSCP hereunder.


 


The Commitments hereunder
will terminate upon the first to occur of (i) the consummation of the
Acquisition, (ii) the abandonment or termination of the Acquisition
Agreement, (iii) a material breach by the Company under this Commitment
Letter, the Fee Letter or the Engagement Letter and (iv) December 31,
2005, unless the closing of the Bridge Loans, on the terms and subject to the
conditions contained herein, shall have been consummated prior to such date.  In addition, the Commitment hereunder will
terminate upon the closing of the later of the sale of $1.0 billion of Permanent
Securities (in escrow or otherwise) and the Asset Sale.


 


In addition, please note
that GSCP, Goldman Sachs and their affiliates do not provide accounting, tax or
legal advice.  Notwithstanding anything
herein to the contrary, the Company (and each employee, representative or other
agent of the Company) may disclose to any and all persons, without limitation
of any kind, the tax treatment and tax structure of the offering and all
materials of any kind (including opinions or other tax analyses) that are
provided to the Company relating to such tax treatment and tax structure.  However, any information relating to the tax
treatment or tax structure shall remain subject to the confidentiality
provisions hereof (and the foregoing sentence shall not apply) to the extent
reasonably necessary to enable the


 


5





















 


parties hereto, their
respective affiliates, and their and their respective affiliates’ directors and
employees to comply with applicable securities laws.  For this purpose, “tax treatment” means US
federal or state income tax treatment, and “tax structure” is limited to any
facts relevant to the US federal income tax treatment of the transactions
contemplated by this Commitment Letter but does not include information
relating to the identity of the parties hereto or any of their respective
affiliates.


 


All payments under this Commitment Letter (including
Annex A and Annex B) and the Fee Letter will be made in U.S. dollars and
without withholding or deduction of any tax, assessment or other governmental
charge (collectively, “Tax”) unless
required by law; and if the Company will be required to deduct or withhold any
Tax, or if any Tax is required to be paid by any Lender solely on account of
services performed hereunder or under the Fee Letter, the Company will pay to
such Lender such additional amounts as will be required so that the net amount
received by such Lender from the Company after such deduction, withholding or
payment will equal the amounts otherwise due to such Lender hereunder or under
the Fee Letter, as applicable.


 


If any Canadian Goods and Services Tax (“GST”)/Value Added Tax (“VAT”)/consumption
tax is payable in respect of amounts paid or payable to any Lender for services
rendered in connection with this letter (or any portion thereof), such Lender
will add the GST/VAT/consumption tax to its invoices and the Company will pay
to such Lender such GST/VAT/consumption tax as set forth in such invoices.  Each Lender agrees to use commercially reasonable
efforts to reduce any GST/VAT/consumption tax payable by the Company resulting
from such Lender’s jurisdiction of incorporation; provided,
that such Lender is not negatively impacted.


 


This Commitment Letter
may be executed in any number of counterparts, each of which when executed will
be an original, and all of which, when taken together, will constitute one
agreement.  Delivery of an executed
counterpart of a signature page of this Commitment Letter by facsimile
transmission will be effective as delivery of a manually executed counterpart
hereof.  This Commitment Letter, the Fee
Letter and the Engagement Letter are the only agreements that have been entered
into among the parties hereto with respect to the Bridge Loans and set forth
the entire understanding of the parties with respect thereto and supersede any
prior written or oral agreements among the parties hereto with respect to the Bridge
Loans.


 


[Remainder of
page intentionally left blank]


 


6





















 


Please confirm that the foregoing
is in accordance with your understanding by signing and returning to GSCP the
enclosed copies of this Commitment Letter, together, if not previously executed
and delivered, with the Fee Letter and the Engagement Letter on or before the
close of business on July 5, 2005, whereupon this Commitment Letter, the
Fee Letter and the Engagement Letter shall become binding agreements between
us.  If not signed and returned by that
time, this offer will terminate at that time. 
We look forward to working with you on this transaction.


 


 


	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
  GOLDMAN SACHS CREDIT
  PARTNERS L.P.

  
	
   

  
	
  By:

  	
  /s/ Walter A. Jackson

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  
	
   

  
	
   

  	
  Confirmed
  as of the date above:

  
	
   

  	
   

  
	
   

  	
  POGO PRODUCING COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P. Ulm, II

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James P. Ulm, II

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President and

  Chief Financial Officer

  
								



 





















 


SCHEDULE 1


 


(in millions)


 


	
  Lender

  	
   

  	
  Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Goldman Sachs Credit Partners L.P.

  	
   

  	
  $

  	
  1,800.0

  	
   

  
	
  Total

  	
   

  	
  $

  	
  1,800.0

  	
   

  



 





















 


Annex A


 


In the
event that any of the Lenders or the Administrative Agent (each, an “Indemnified Party”) becomes
involved in any capacity in any action, proceeding or investigation brought by
or against any person, including stockholders, partners or other equity holders
of the Company or the Acquired Business, in connection with or as a result of
either this arrangement or any matter referred to in this Commitment Letter or
the Fee Letter (together, the “Letters”), the Company
periodically will reimburse such Indemnified Party for its reasonable legal and
other expenses (including the cost of any investigation and preparation) incurred
in connection therewith.  The Company
also will indemnify and hold each Indemnified Party harmless against any and
all losses, claims, damages or liabilities to any such person in connection
with or as a result of either this arrangement or any matter referred to in the
Letters and without regard to the exclusive or contributory negligence of any
of the Indemnified Parties, except to the extent that such have been found by a
final, non-appealable judgment of a court that any such loss, claim, damage or
liability results from the gross negligence, willful misconduct or bad faith of
such Indemnified Party in performing the services that are the subject of the
Letters.  If for any reason the foregoing
indemnification is unavailable to any Indemnified Party or insufficient to hold
it harmless, then the Company shall contribute to the amount paid or payable by
such Indemnified Party as a result of such loss, claim, damage or liability in
such proportion as is appropriate to reflect the relative economic interests of
the Company and the Acquired Business and their respective affiliates,
stockholders, partners or other equity holders, on the one hand, and such
Indemnified Party, on the other hand, in the matters contemplated by the
Letters as well as the relative fault of the Company and the Acquired Business
and their respective affiliates, stockholders, partners or other equity holders,
on the one hand, and such Indemnified Party, on the other hand, with respect to
such loss, claim, damage or liability and any other relevant equitable
considerations.  The reimbursement,
indemnity and contribution obligations of the Company under this paragraph
shall be in addition to any liability which the Company may otherwise have,
shall extend upon the same terms and conditions to any affiliate of any
Indemnified Party and the partners, directors, agents, employees and
controlling persons (if any), as the case may be, of such Indemnified Party and
any such affiliate, and shall be binding upon and inure to the benefit of any
successors, assigns, heirs and personal representatives of the Company, such
Indemnified Party, any such affiliate and any such person.  The Company also agrees that neither any
Indemnified Party nor any of such affiliates, partners, directors, agents,
employees or controlling persons shall have any liability based on its or their
exclusive or contributory negligence or otherwise to
the Company, the Acquired Business or any person asserting claims on behalf of
or in right of the Company, the Acquired Business or any other person in
connection with or as a result of either this arrangement or any matter
referred to in the Letters, except in the case of the Company, to the extent
that any losses, claims, damages, liabilities or expenses incurred by the
Company or its affiliates, stockholders, partners or other equity holders have
resulted from the gross negligence, willful misconduct or bad faith of such
Indemnified Party in performing the services that are the subject of the
Letters; provided, however, that in no event shall such Indemnified Party or
such other parties have any liability for any indirect, consequential or
punitive damages in connection with or as a result of such Indemnified Party’s
or such other parties’ activities related to the Letters.  Any right to trial by jury
with respect to any action or proceeding arising in connection with or as a
result of either this arrangement or any matter referred to in the Letters is
hereby waived by the parties hereto.  The
Company agrees that any suit or proceeding arising in respect to this agreement
or our engagement will be tried exclusively in the U.S. District Court for the
Southern District of New York or, if that court does not have subject matter
jurisdiction, in any state court located in the City of New York, and the
Company agrees to submit to the jurisdiction of, and to venue in, such
courts.  The provisions of this Annex A
shall


 


A-1





















 


survive
any termination or completion of the arrangement provided by the Letters, and
this Commitment Letter shall be governed by and construed in accordance with
the laws of the State of New York without regard to principles of conflicts of
laws.


 


A-2





















 


Annex B


 


Pogo Producing Company

Summary of Terms and Conditions of the Bridge Loans


 


This
Summary of Terms and Conditions outlines certain terms of the Bridge Loans and
the Bridge Loan Agreement referred to in the Commitment Letter, of which this
Annex B is a part.  Certain capitalized
terms used herein are defined in the Commitment Letter.


 


	
  Borrower

  	
   

  	
  The Company.

  
	
   

  	
   

  	
   

  
	
  Guarantors

  	
   

  	
  Each of the Guarantors (if any) under the Credit Facility
  (collectively, the “Guarantors”)
  will guarantee (the “Guarantee”)
  all obligations under the Bridge Loans, which guarantee will be subordinated
  to the Credit Facility as set forth below. The Bridge Loans and the Guarantee
  will rank pari passu with all other indebtedness
  and guarantees of indebtedness of the Company and its subsidiaries
  (including, without limitation, the Acquired Business), if any.

  
	
   

  	
   

  	
   

  
	
  Sole
  Lead Arranger, Sole Bookrunner, Sole Syndication Agent and Administrative
  Agent

  	
   

  	
   

   

  Goldman Sachs
  Credit Partners L.P. (“GSCP”; in its
  capacities as Sole Lead Arranger, Sole Bookrunner and Sole Syndication Agent,
  the “Arranger”; and, in its capacity as
  Administrative Agent, the “Administrative Agent”).

  
	
   

  	
   

  	
   

  
	
  Lenders

  	
   

  	
  GSCP and/or
  other financial institutions selected by GSCP (each, a “Lender”
  and, collectively, the “Lenders”).

  
	
   

  	
   

  	
   

  
	
  Loans

  	
   

  	
  Up to $1.8 billion in aggregate principal amount of Senior
  Subordinated Increasing Rate Loans due 2006 (the “Bridge
  Loans”); provided,
  that if the Asset Sale is consummated at or prior to the time of the
  consummation of the Acquisition, the aggregate principal amount of the Bridge
  Loans will be up to $1.0 billion; and provided further
  that the aggregate principal amount of the Bridge Loans will
  be reduced in an amount equal to the aggregate principal amount of any
  Permanent Securities sold on or before the date on which the Bridge Loans are
  made (in escrow or otherwise).

  
	
   

  	
   

  	
   

  
	
  Subordination

  	
   

  	
  The Bridge Loans, the Guarantee and all obligations with respect
  thereto will be unsecured and subordinated in right of payment to the payment
  in full of all obligations of the Company under the Credit Facility pursuant
  to subordination terms substantially identical to those contained in the
  indenture governing the 2005 Notes (the 

  



 


B-1





















 


	
   

  	
   

  	
  “2005 Indenture”). The Company
  will not be permitted to incur any other indebtedness that is subordinated to
  the borrowings under the Credit Facility and senior to the Bridge Loans.
  Nothing in these subordination provisions will prevent any holder of Bridge
  Loans from receiving and retaining any proceeds originally received by the
  Company, a parent holding company of the Company or any subsidiary of the
  Company that were used to redeem Bridge Loans to the extent required under the
  Mandatory Repayment provision described below.

  
	
   

  	
   

  	
   

  
	
  Maturity

  	
   

  	
  One year from the date of the making of the Bridge Loans (the “Maturity Date”). If, upon the Maturity Date, any Bridge
  Loan has not been previously repaid in full, and provided that no Conversion
  Default (as defined below) has occurred and is continuing, such Bridge Loan
  shall be automatically converted into a Term Loan (each a “Term Loan”) due on the six-year anniversary of the Closing
  Date. At any time on or after the Maturity Date, at the option of the
  applicable Lender, the Term Loans may be exchanged in whole or in part for
  Senior Subordinated Exchange Notes due 2011 (the “Exchange
  Notes”) having an equal principal amount.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Conversion
  Default” means any event of default under the Bridge Loan
  Agreement, any payment default under the Credit Facility or any other
  material indebtedness, any bankruptcy default (as defined) or any material
  default under the Engagement Letter or the Fee Letter.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Term Loans will be
  governed by the provisions of the Bridge Loan Agreement and will have the
  same terms as the Bridge Loans, except as expressly set forth on Exhibit 1
  to this Annex B. The Exchange Notes will be issued pursuant to an Indenture
  that will have the terms set forth on Exhibit 1 to this Annex B.

  
	
   

  	
   

  	
   

  
	
  Interest

  	
   

  	
  The Bridge Loans will initially bear interest at a rate per annum equal to the sum of (a) the greater of (i) 6.5%
  or (ii) the reserve adjusted Eurodollar Rate, reset monthly, in either
  case calculated on the basis of the actual number of days elapsed in a year
  of 360 days, plus (b) a spread (the “Spread”)
  equal to (i) 0 basis points in the case of clause (a)(i) above; and
  (ii) 300 basis points in the case of clause (a)(ii) above. The
  interest rate in effect on the Bridge Loans will be reduced by 75 basis
  points upon the occurrence of either (i) the consummation of the Asset
  Sale prior to the Closing Date and the application of proceeds therefrom (or
  a combination of such proceeds and other cash) to fund no less than $800.0 million
  of the purchase price for the Acquisition or (ii) the consummation 

  



 


B-2





















 


	
   

  	
   

  	
  of the Asset Sale after the Closing Date and the application of
  proceeds therefrom (or a combination of such proceeds and other cash) to
  repay no less than $800.0 million of the Bridge Loans. If the Bridge Loans
  are not repaid in whole within three months following the Closing Date, the
  Spread will increase by 50 basis points at the end of such three-month period
  and will increase by an additional 50 basis points at the end of each
  three-month period thereafter. Notwithstanding the foregoing, at no time will
  the interest rate in effect on the Bridge Loans be less than the rate in
  effect on the Credit Facility or exceed a per annum
  rate equal to the yield then in effect on United States Treasury Notes with a
  maturity of 10 years plus 600 basis points.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Interest will be
  payable at the end of each interest period in arrears and on the date of any
  prepayment of the Bridge Loans.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  As used herein,
  the term “reserve adjusted Eurodollar Rate”
  shall have the meaning customary and appropriate for financings of this type,
  and the basis for calculating accrued interest and the interest periods for
  loans bearing interest at the reserve adjusted Eurodollar Rate shall be
  customary and appropriate for financings of this type. Interest on amounts
  not paid when due will accrue at a rate equal to the applicable rate set
  forth above, plus an additional two percentage points (2.00%) per annum and will be payable on demand.

  
	
   

  	
   

  	
   

  
	
   Mandatory
  Repayment

  	
   

  	
  The net proceeds to the Company, any parent holding company of the
  Company or any subsidiary of the Company (including, without limitation, the
  Acquired Business following the Closing Date) from (i) any direct or
  indirect public offering or private placement of any debt or equity
  securities (other than issuances pursuant to employee stock plans), (ii) any
  future bank borrowings other than under the Credit Facility (including the
  increase of commitments permitted thereunder) as in effect on the Closing
  Date and (iii) subject to certain ordinary course exceptions (including
  any required pro rata prepayment of pari passu
  debt pursuant to the “asset sale” covenant contained in the indentures
  governing the Company’s existing senior subordinated notes), any future asset
  sales, including the Asset Sale, or receipt of insurance proceeds will be
  used to redeem the Bridge Loans subject, in the case of clauses (ii) and
  (iii) (other than with respect to the Asset Sale), to the required prior
  repayment of any amount outstanding under the Credit Facility, in each case,
  at 100% of the principal amount of the Bridge Loans

  



 


B-3





















 


	
   

  	
   

  	
  redeemed plus accrued interest to the date of the redemption.

  
	
   

  	
   

  	
   

  
	
  Change of Control

  	
   

  	
  Each holder of Bridge Loans will be entitled to require the Company,
  and the Company must offer, to repay the Bridge Loans held by such holder at
  a price of 100% of principal amount, plus accrued interest, upon the
  occurrence of a Change of Control (as defined in the 2005 Indenture). Prior
  to making the repayment offer, the Company will, within 30 days of the Change
  of Control, repay all obligations under the Credit Facility or obtain any
  required consent of the lenders under the Credit Facility to make such
  repayment of the Bridge Loans.

  
	
   

  	
   

  	
   

  
	
  Optional Repayment

  	
   

  	
  The Bridge Loans may be prepaid, in whole or in part, at the option
  of the Company at any time upon three business days’ written notice at a
  price equal to 100% of the principal amount thereof plus accrued interest to
  the date of redemption.

  
	
   

  	
   

  	
   

  
	
  Payments

  	
   

  	
  Payments by the Company will be made by wire transfer of immediately
  available funds.

  
	
   

  	
   

  	
   

  
	
  Representations and Warranties

  	
   

  	
  The Bridge Loan Agreement will contain such representations and
  warranties by the Company (with respect to the Company and the Acquired
  Business) as are usual and customary for financings of this kind or as are
  otherwise deemed appropriate by the Arranger for this transaction in particular
  (in its sole discretion).

  
	
   

  	
   

  	
   

  
	
  Covenants

  	
   

  	
  The Bridge Loan Agreement will contain such covenants by the Company
  (with respect to the Company and its subsidiaries) as are usual and customary
  for financings of this kind or as are otherwise deemed appropriate by the
  Arranger for this transaction in particular (in its sole discretion), based
  upon (and substantially identical to) the covenants in the 2005 Indenture. In
  addition, the Bridge Loan Agreement will contain covenants that prohibit the
  Company from (i) consummating any acquisition of assets or businesses
  for a purchase price that, individually or in the aggregate, exceeds $50.0
  million and (ii) issuing additional indebtedness that would cause the
  Company’s aggregate outstanding indebtedness to exceed at any time $3.0
  billion.

  
	
   

  	
   

  	
   

  
	
  Events of Default

  	
   

  	
  The Bridge Loan Agreement will include such events of default (and,
  as appropriate, grace periods) as are usual

  



 


B-4





















 


	
   

  	
   

  	
  and customary for financings of this kind or as are otherwise deemed
  appropriate by the Arranger for this transaction in particular (in its sole
  discretion), based upon (and substantially identical to) the events of
  default in the 2005 Indenture.

  
	
   

  	
   

  	
   

  
	
  Conditions Precedent

  	
   

  	
  The several obligations of the Lenders to make, or cause one of their
  respective affiliates to make, the Bridge Loans will be subject to closing
  conditions deemed appropriate by the Arranger for financings of this kind
  generally and for this transaction in particular, including, without
  limitation, the following closing conditions:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.             Concurrent
  Transactions.  The Acquisition
  shall have been consummated pursuant to the Acquisition Agreement and all
  conditions precedent to the consummation of the Acquisition shall have been
  satisfied or, with the prior approval of the Arranger, waived.  The terms of the Acquisition Agreement and
  the Bridge Loan Agreement shall be satisfactory in all respects to the
  Arranger and its counsel.  The pro forma capitalization of the Company shall be as
  described in the Commitment Letter. 
  There shall not exist (pro forma for
  the Acquisition and the financing thereof) any default or event of default
  under the Credit Facility, the Bridge Loans, the Bridge Loan Agreement or any
  of the other Loan Documents (as defined), or under any other material
  indebtedness of the Company or its subsidiaries.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.             Confirmatory
  Due Diligence.  The Arranger shall
  not have become aware of any information relating to conditions or events not
  previously described to the Arranger or constituting new information or
  additional developments concerning conditions or events previously disclosed
  to the Arranger which it, in its judgment, believe may have a material
  adverse effect on the condition (financial or otherwise), assets, liabilities
  (contingent or otherwise), properties, solvency, business, management or
  prospects of the Company or the Acquired Business.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.             Financial
  Statements.  At least 25 days prior
  to the Closing Date, the Arranger shall have received (i) audited
  financial statements of the Company for each of the three fiscal years
  immediately preceding the Acquisition and any appropriate unaudited financial
  statements for any interim

  



 


B-5





















 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  period or
  periods of the Company and all other recent, probable or pending acquisitions
  and (ii) pro forma financial statements of the Company for the year
  ended December 31, 2004 and as of and for the appropriate interim period
  or periods reflecting the completion of the Acquisition and all other recent,
  probable or pending acquisitions and divestitures (including, if required by
  Regulation S-X, the Asset Sale), in each case, all meeting the requirements
  of Regulation S-X and all such financial statements shall be satisfactory in
  form and substance to the Arranger. 
  Such financial statements shall show pro forma
  consolidated EBITDA of the Company after giving effect to the Acquisition and
  the Asset Sale (calculated in accordance with Regulation S-X and including
  only those adjustments that the Arranger agrees are appropriate) for the
  twelve-month period ended March 31, 2005, and for the latest
  twelve-month period for which financial statements are available, of not less
  than an amount to be agreed upon; provided,
  that if the Asset Sale is not required to be reflected in the Company’s pro forma financial statements pursuant to the
  requirements of Regulation S-X, then such financial statements shall show pro forma consolidated EBITDA of the Company after giving
  effect to the Acquisition (calculated in accordance with Regulation S-X and
  including only those adjustments that the Arranger agrees are appropriate)
  for the twelve-month period ended March 31, 2005, and for the latest
  twelve-month period for which financial statements are available, of not less
  than an amount to be agreed upon.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.             Approvals
  and Consents.  All necessary
  governmental, shareholder and third-party approvals and consents necessary or
  desirable in connection with the Acquisition and the financing thereof and
  the transactions contemplated thereby and otherwise referred to herein shall
  have been received and shall be in full force and effect, and all applicable
  waiting periods shall have expired without any action being taken by any
  applicable authority.  The Arranger, in
  its sole discretion, shall be satisfied that the borrowings under the Bridge
  Loans and the performance by the Company of the transactions contemplated by
  the Commitment Letter, the Fee Letter and the Engagement Letter, including,
  but not limited to, the issuance of the Permanent Securities and the
  repayment of the

  



 


B-6





















 


	
   

  	
   

  	
  Bridge Loans at
  maturity or upon a mandatory repayment event, will not conflict with, result
  in a breach or violation of any of the terms or provisions of, require a
  waiver or amendment to, or constitute a default under the Credit Facility,
  the indentures governing the Company’s senior subordinated notes or any other
  agreement governing material indebtedness of the Company or its subsidiaries.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.             Litigation,
  etc.  There shall not exist any
  action, suit, investigation, litigation or proceeding pending or threatened
  in any court or before any arbitrator or governmental authority that, in the
  opinion of the Arranger, materially affects the Acquisition, the financing
  thereof or any of the other transactions contemplated hereby, or that has had
  or could have a material adverse effect on the Company or the Acquired
  Business or their respective subsidiaries, the Acquisition, the financing
  thereof, or any of the transactions contemplated hereby.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.             Availability
  under Credit Facility.  After
  giving effect to the consummation of the Acquisition, the Company shall have
  availability under the Credit Facility in an amount to be agreed upon.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7.             Performance
  of Obligations.  All costs, fees,
  expenses (including, without limitation, legal fees and expenses) and other
  compensation contemplated by the Commitment Letter, the Fee Letter and the
  Engagement Letter payable to GSCP, Goldman Sachs, the Arranger, the
  Administrative Agent or the Lenders shall have been paid to the extent due
  and the Company shall have complied in all material respects with all of its
  other obligations under the Commitment Letter, the Fee Letter and the
  Engagement Letter.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.             Funding
  Notice. The Lenders shall have received not less than three business days’
  prior written notice of the Closing Date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  9.             Corporate
  Structure; Organizational Documents. 
  All agreements relating to, and the corporate structure and management
  of, the Company and its subsidiaries (including, without limitation, the
  Acquired Business), and all organizational documents of such entities, shall
  be satisfactory to the Arranger.

  



 


B-7





















 


	
   

  	
   

  	
  10.           Environmental
  Matters.  The Lenders shall have
  received reports and other information in form, scope and substance
  satisfactory to the Arranger concerning any environmental liabilities.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  11.           Customary
  Closing Documents.  All documents
  required to be delivered under the definitive financing documents, including
  customary legal opinions, corporate records and documents from public
  officials and officers’ certificates shall have been delivered.  The Arranger shall have received all
  documentation and other information required by bank regulatory authorities
  under applicable “know-your-customer” and anti-money laundering rules and
  regulations, including the U.S.A. Patriot Act.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  12.           Solvency.  The Lenders shall have received a
  certificate from the chief financial officer of the Company, in form and
  substance satisfactory to the Arranger, supporting the conclusions that after
  giving effect to the Acquisition and the related transactions contemplated
  hereby, the Company will not be insolvent or be rendered insolvent by the
  indebtedness incurred in connection therewith, or be left with unreasonably
  small capital with which to engage in its businesses, or have incurred debts
  beyond its ability to pay such debts as they mature.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  13.           Satisfactory
  Documentation.  The definitive
  documentation evidencing the Bridge Loans shall be prepared by counsel to the
  Arranger and shall be in form and substance satisfactory to the Arranger and
  the Lenders.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  14.           Prior
  Marketing of Permanent Securities. 
  The Arranger shall be satisfied that the Company has used all
  commercially reasonable efforts to cause the Permanent Securities (as such
  term is defined in the Engagement Letter) to be issued and sold on or prior to
  the Closing Date, which efforts shall include, without limitation, the
  preparation of a preliminary prospectus or preliminary offering memorandum or
  preliminary private placement memorandum suitable for use in connection with
  customary offering practices and the participation of senior management of
  the Company in connection therewith.

  
	
   

  	
   

  	
   

  
	
  Transferability and Participations

  	
   

  	
  Each of the Lenders will be free to sell or transfer all or any part
  of or any participation in any of the Bridge Loans to

  



 


B-8





















 


	
   

  	
   

  	
  any third party with the consent of the Arranger and to pledge any or
  all of the Bridge Loans to any commercial bank or other institutional lender,
  to the extent permitted by law.

  
	
   

  	
   

  	
   

  
	
  Modification of the Bridge Loans

  	
   

  	
  Modification of the Bridge Loans may be made with the consent of
  Lenders holding greater than 50% of the Bridge Loans then outstanding, except
  that no modification or change may extend the maturity of any Bridge Loan or
  change the time of payment of interest on any Bridge Loan, reduce the rate of
  interest or the principal amount of any Bridge Loan, alter the redemption
  provisions of any Bridge Loan, change the subordination provisions in a
  manner that would adversely affect the holders of the Bridge Loans or reduce
  the percentage of holders necessary to modify or change the Bridge Loans,
  without the consent of Lenders holding 100% of the Bridge Loans affected
  thereby.

  
	
   

  	
   

  	
   

  
	
  Cost and Yield Protection

  	
   

  	
  The Lenders will receive cost and yield protection customary for
  facilities and transactions of this type, including, but not limited to,
  compensation in respect of prepayments, taxes (including but not limited to
  gross-up provisions for withholding taxes imposed by any governmental
  authority and income taxes associated with all gross-up payments), changes in
  capital requirements, guidelines or policies or their interpretation or
  application, illegality, change in circumstances, reserves and other
  provisions deemed necessary by the Lenders to provide customary protection
  for U.S. and non-U.S. financial institutions.

  
	
   

  	
   

  	
   

  
	
  Taxes, Reserve Requirements and Indemnities

  	
   

  	
   

  The Bridge Loan Agreement will provide that all payments will be made
  free and clear of any taxes (other than franchise taxes and taxes on overall
  net income), imposts, assessments, withholdings or other deductions
  whatsoever. Any foreign lenders will be required to furnish to the Arranger
  appropriate certificates or other evidence of exemption from U.S. federal tax
  withholding.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Company will indemnify the Lenders against all increased costs of
  capital resulting from reserve requirements or otherwise imposed, in each
  case subject to customary increased costs, capital adequacy and similar
  provisions to the extent not taken into account in the calculation of the
  Base Rate or the reserve adjusted Eurodollar Rate.

  



 


B-9





















 


	
  Indemnity

  	
   

  	
  The Bridge Loan Agreement will contain customary and appropriate
  provisions relating to indemnity and related matters in a form reasonably
  satisfactory to the Arranger.

  
	
   

  	
   

  	
   

  
	
  Governing Law and Jurisdiction

  	
   

  	
  The Bridge Loan Agreement will provide that the Company will submit
  to the non-exclusive jurisdiction and venue of the federal and state courts
  of the State of New York and will waive any right to trial by jury. New York
  law will govern the Loan Documents.

  
	
   

  	
   

  	
   

  
	
  Counsel
  to the Arranger and Administrative Agent

  	
   

  	
  Latham &
  Watkins LLP.

  



 


The
foregoing is intended to summarize certain basic terms of the Bridge
Loans.  It is not intended to be a
definitive list of all of the requirements of the Lenders in connection with
the Bridge Loans.


 


B-10





















 


Exhibit 1 to
Annex B


 


Summary of Terms and
Conditions of Term Loans and Exchange Notes


 


This
Summary of Terms and Conditions of Term Loans and Exchange Notes outlines
certain terms of the Term Loans and Exchange Notes referred to in Annex B to
the Commitment Letter, of which this Exhibit 1 is a part.  Capitalized terms used herein have the
meanings assigned to them in Annex B to the Commitment Letter.


 


Term Loans


 


On the Maturity Date, so
long as no Conversion Default has occurred and is continuing, the outstanding
Bridge Loans will be automatically converted into Term Loans.  The Term Loans will be governed by the
provisions of the Bridge Loan Agreement and, except as expressly set forth
below, will have the same terms as the Bridge Loans.


 


	
  Maturity

  	
   

  	
  The Term Loans will mature on the sixth anniversary of the Closing
  Date.

  
	
   

  	
   

  	
   

  
	
  Interest Rate

  	
   

  	
  The Term Loans will bear interest at a floating rate per annum (the “Interest Rate”)
  equal to the sum of the Conversion Rate, reset quarterly, plus the Conversion
  Spread (each determined as set forth below); provided,
  that at no time will the Interest Rate be less than the rate in effect on the
  Credit Facility or exceed a per annum
  rate equal to the yield then in effect on United States Treasury Notes with a
  maturity of 10 years plus 600 basis points.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Conversion
  Rate” with respect to any Term Loan for any interest period means
  the per annum rate equal to the greater of
  (i) the three-month reserve adjusted Eurodollar Rate, reset monthly,
  plus 500 basis points and (ii) the current rate on the Bridge Loans at
  the Maturity Date, all as determined two business days prior to the
  commencement of such interest period.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Conversion
  Spread” with respect to any Term Loans means zero basis points
  during the three-month period commencing on the Maturity Date and shall
  increase by 50 basis points per annum at
  the beginning of each subsequent three-month period.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notwithstanding the
  foregoing, after the occurrence and during the continuance of any payment
  default, interest will accrue on all past due amounts of Term Loans at the
  then-applicable rate plus 200 basis points per annum.
  Interest will be payable in arrears at the end of each interest period and on
  the maturity date of the Term Loans.

  



 


1





















 


Exchange Notes


 


At any time on or after
the Maturity Date, upon five or more business days prior notice, the Term Loans
may, at the option of a Lender, be exchanged for a principal amount of Exchange
Notes equal to 100% of the aggregate principal amount of the Term Loans so
exchanged.  No Exchange Notes will be
issued until the Company receives requests to issue at least $50.0 million in
aggregate principal amount of Exchange Notes. 
The Company will issue Exchange Notes under an indenture (the “Indenture”) that complies with the Trust Indenture Act of
1939, as amended.  The Company will
appoint a trustee reasonably acceptable to the Lenders.


 


	
  Maturity

  	
   

  	
  The Exchange Notes will mature on the sixth anniversary of the
  Closing Date.

  
	
   

  	
   

  	
   

  
	
  Interest Rate

  	
   

  	
  Each Exchange Note will bear interest at a fixed rate equal to the
  interest rate on the Term Loan surrendered in exchange for such Exchange Note
  as of the date of such exchange. Interest will be payable in arrears at the
  end of each fiscal quarter of the Company.

  
	
   

  	
   

  	
   

  
	
  Optional Redemption

  	
   

  	
  Exchange Notes will be non-callable until the fourth anniversary of
  the Closing Date. Thereafter, each Exchange Note will be callable at par plus
  accrued interest plus a premium equal to (i) one half of the coupon on
  such Exchange Note commencing on the fourth anniversary of the Closing Date
  and (ii) one quarter of the coupon on such Exchange Note commencing on
  the fifth anniversary of the Closing Date. In addition, prior to the third
  anniversary of the Closing Date, up to 35% of the original principal amount
  of each series of the Exchange Notes may be redeemed from the proceeds of a
  qualifying equity offer by the Company at a redemption price equal to par
  plus the coupon and accrued interest.

  
	
   

  	
   

  	
   

  
	
  Defeasance Provisions of Exchange Notes

  	
   

  	
   

  Customary.

  
	
   

  	
   

  	
   

  
	
  Modification

  	
   

  	
  Customary.

  
	
   

  	
   

  	
   

  
	
  Change
  of Control

  	
   

  	
  Customary at
  101%.

  
	
   

  	
   

  	
   

  
	
  Registration Rights

  	
   

  	
  The Company will file within 30 days after the Maturity Date and will
  use its best efforts to cause to become effective as soon thereafter as
  practicable, a shelf registration statement with respect to the Exchange
  Notes (a “Shelf Registration Statement”).
  If a Shelf Registration Statement is filed, the Company will keep such
  registration statement effective and available (subject to customary
  exceptions) until it is no longer needed to 

  



 


2





















 


	
   

  	
   

  	
  permit unrestricted resales of all of the Exchange Notes. If within
  90 days from the Maturity Date (the “Effectiveness Date”)
  a Shelf Registration Statement for the Exchange Notes has not been declared
  effective, then the Company will pay liquidated damages in the form of
  increased interest of 50 basis points per annum on
  the principal amount of Exchange Notes and Term Loans outstanding to holders
  of such Exchange Notes and Term Loans who are unable freely to transfer
  Exchange Notes from and including the 91st day after the Maturity Date to but
  excluding the effective date of such Shelf Registration Statement. On the
  90th day after the Effectiveness Date, the liquidated damages shall increase
  by 50 basis points per annum,
  and on each 90 day anniversary of the Effectiveness Date thereafter, shall
  increase by 50 basis points per annum, to
  a maximum increase in interest of 200 basis points per annum.
  The Company will also pay such liquidated damages for any period of time
  (subject to customary exceptions) following the effectiveness of a Shelf
  Registration Statement that such Shelf Registration Statement is not
  available for sales thereunder. All accrued liquidated damages will be paid
  on each quarterly interest payment date.

  
	
   

  	
   

  	
   

  
	
  Covenants

  	
   

  	
  The indenture relating to the Exchange Notes will contain covenants
  substantially identical to those contained in the 2005 Indenture.

  
	
   

  	
   

  	
   

  
	
  Events of Default

  	
   

  	
  The indenture relating to the Exchange Notes will provide for Events
  of Default substantially identical to those contained in the 2005 Indenture.

  



 


The foregoing is intended
to summarize certain basic terms of the Term Loans and Exchange Notes.  It is not intended to be a definitive list of
all of the requirements of the Lenders in connection with the Term Loans and
Exchange Notes.


 


3