Unassociated Document


    Exhibit 10.1

     

     

    J.P.Morgan

     

    J.P.
MORGAN SECURITIES INC.

    270 Park
Avenue

    New York,
New York 10017

     

    JPMORGAN
CHASE BANK, N.A.

    270 Park
Avenue

    New York,
New York 10017

     

    


     

    


     

    PERSONAL AND
CONFIDENTIAL

     

    March 8,
2009

     

    Merck
& Co., Inc.

    One Merck
Drive

    Whitehouse
Station, N. J. 08889−0100

    


    Attention:  Peter
N. Kellogg

     

    Project
Solar

    Commitment
Letter

     

    Ladies
and Gentlemen:

     

    Merck
& Co., Inc. (“Merck,” “you” or the “Company”) has advised
J.P. Morgan Securities Inc. (“JPMorgan”) and
JPMorgan Chase Bank, N.A. (“JPMorgan Chase Bank”;
together with JPMorgan, “we”, “us” or the “Commitment Parties,”
each a “Commitment
Party”) that you intend to combine with Schering−Plough Corporation
(“Saturn”) and
consummate the other Transactions described in the introductory paragraph of
Exhibit A hereto.  Capitalized terms used but not defined herein are
used with the meanings assigned to them in said paragraph.

     

    JPMorgan
is pleased to advise you that it is willing to act as the sole lead arranger and
sole bookrunner for the New Credit Facilities, and JPMorgan Chase Bank is
pleased to advise you of its commitment to provide the entire amount of the New
Credit Facilities.  In addition, JPMorgan is pleased to advise you
that it is willing to arrange the Amendment and JPMorgan Chase Bank is pleased
to advise you (i) that it will vote its loans and commitments under the Existing
Credit Facility in favor of the Amendment and (ii) of its commitment to either
(A) purchase and assume loans and commitments under the Existing Credit Facility
to the extent necessary to have the Amendment be approved by the Majority
Lenders (as defined in the Existing Credit Facility) (the “Amendment
Commitment”), or (B) provide the entire amount of the Replacement
Revolving Facility (the “Backstop
Commitment”).  This Commitment Letter and the Summaries of
Terms and Conditions attached as Exhibits A, B, C, D and E (the “Term Sheets”) set
forth the principal terms and conditions on and subject to which JPMorgan Chase
Bank is willing to make available the Credit Facilities.

     

    It is
agreed that JPMorgan will act as the sole lead arranger and sole bookrunner in
respect of the New Credit Facilities  and any Replacement Revolving
Facility (in such capacities, the “Lead Arranger”), and
that JPMorgan Chase Bank will act as the sole administrative agent in respect of
the New Credit Facilities and any Replacement Revolving Facility.  You
agree that, as a condition to the commitments and agreements hereunder, 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 agree.

     

    We intend
and reserve the right to syndicate the Credit Facilities to a group of lenders
(together with JPMorgan Chase Bank, the “Lenders”) acting as
arrangers and committing to provide a portion of the Credit Facilities prior to
the effective date thereof (the “Preliminary
Syndication” and each such Lender committing during the Preliminary
Syndication, a “Co-Arranger”).  The
Lead Arranger intends to commence the Preliminary Syndication promptly following
the date hereof.  You acknowledge and agree that the Lead Arranger
will, in consultation with the Company, determine when the Preliminary
Syndication is completed.  Following the completion of the Preliminary
Syndication, the Lead Arranger will promptly commence efforts to arrange a
syndicate of Lenders for the Credit Facilities in a general syndication (the
“General
Syndication” and, together with the Preliminary Syndication, the “Syndication”, which
term shall, for the avoidance of doubt, include the management of the amendment
process for the Amended Revolving Facility).  You acknowledge and
agree that the Lead Arranger will, in consultation with the Company, determine
when the General Syndication is completed.  During each Syndication,
the Lead Arranger will select the Co-Arrangers and Lenders, as applicable, after
consultation with the Company.  The Lead Arranger will, in
consultation with the Company, manage each Syndication, including determining
the timing of all offers to potential Lenders, any title of agent or similar
designations or roles awarded to any Lender and the acceptance of commitments,
the amounts offered and the compensation provided to each Co-Arranger and Lender
from the amounts to be paid to the Lead Arranger pursuant to the terms of this
Commitment Letter and the Fee Letter.  The Lead Arranger will, in
consultation with the Company, determine the final commitment allocations for
each Syndication (including the reallocation of a portion of the commitments in
respect of the Credit Facilities of the Lead Arranger to the Co-Arrangers) and
will notify the Company of such determination.  To assist with the
General Syndication, the Company agrees that it will use commercially reasonable
efforts to execute and deliver definitive documentation with respect to the
Credit Facilities (including any Amendment), consistent with the terms set forth
herein and in the applicable Term Sheet and otherwise mutually acceptable to the
Company and the Lead Arranger, as soon as reasonably practicable following the
date hereof.  We intend to commence efforts to secure the necessary
consents for the Amendment promptly following the date hereof.  If the
Amendment is not executed and delivered by the Majority Lenders and the Company
prior to the launch of General Syndication, the Amendment Commitment shall
automatically terminate and we intend to promptly thereafter commence
syndication of the Replacement Revolving Facility.  If at any time the
Amendment is executed and delivered by the Majority Lenders and the Company, the
Backstop Commitment shall automatically terminate.

     

    You agree
actively to assist us in completing a Syndication satisfactory to us (including
in obtaining affirmative votes for the Amendment).  Such assistance
shall include (a) your using commercially reasonable efforts to ensure that
the Syndication efforts benefit materially from the existing banking
relationships of the Company and, to the extent consistent with the Merger
Agreement, Saturn, (b) direct contact between senior management and
advisors of the Company and the proposed Lenders, and using your commercially
reasonable efforts consistent with the Merger Agreement to cause direct contact
between senior management and advisors of Saturn and the proposed Lenders,
(c) assistance from the Company and using your commercially reasonable
efforts consistent with the Merger Agreement to cause Saturn to assist in the
preparation of a customary confidential information memorandum and other
marketing materials to be used in connection with each Syndication
(collectively, the “Confidential Information
Memorandum”), including using commercially reasonable efforts to complete
the Confidential Information Memorandum as soon as reasonably practicable
following the date hereof; and (d) the hosting of, with us and senior
management of the Company and using your commercially reasonable efforts
consistent with the Merger Agreement to cause senior management of Saturn to
participate in, one or more meetings of prospective Lenders at times and
locations mutually agreed upon.  Without limiting your obligations to
assist with Syndication efforts as set forth above, each Commitment Party agrees
that completion of the Syndication is not a condition to their commitments
hereunder.

     

    In its capacity as Lead Arranger,
JPMorgan 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.  To assist us in the Syndication, you agree promptly
to, and to use your commercially reasonable efforts consistent with the Merger
Agreement to cause Saturn to, prepare and provide to us all customary
information with respect to the Company and Saturn, as applicable, and their
respective subsidiaries, the Transactions and the other transactions
contemplated hereby, including all financial information and projections (the
“Projections”),
as we may reasonably request in connection with the arrangement and syndication
of the Credit Facilities.  You also agree to provide, prior to the
Closing Date, a pro forma consolidated balance sheet of the Credit Group for the
twelve month period ended as at the most recent fiscal quarter ended prior to
the Closing Date, adjusted to give effect to the consummation of the
Transactions and the financings contemplated hereby as if such transactions had
occurred on such date or on the first day of such period, as applicable,
prepared in accordance with Regulation S-X and consistent in all material
respects with information previously provided by the Company. At our request,
you agree to assist, and use your commercially reasonable efforts consistent
with the Merger Agreement to cause Saturn to assist, in the preparation of a
version of the information package and presentation consisting exclusively of
information and documentation that is either publicly available or not material
with respect to the Company, Saturn or their respective affiliates and any of
their respective securities for purposes of United States federal and state
securities laws (all such information and documentation being “Public Lender
Information”).  Any information and documentation that is not
Public Lender Information is referred to herein as “Private Lender
Information”.  You further agree that each document to be
disseminated by us to any Lender in connection with the Credit Facilities will,
at the request of the Lead Arranger, be identified by you as either (i)
containing Private Lender Information or (ii) containing solely Public Lender
Information.  The Company acknowledges and agrees that the following
documents may be distributed to “public side” Lenders (i.e., Lenders that do not
wish to receive material non-public information with respect to the Company,
Saturn or their respective affiliates or securities) (provided that the Company
has been afforded an opportunity to comply with applicable Securities Exchange
Commission disclosure obligations):  (a) drafts and final definitive
documentation with respect to the Credit Facilities; (b) administrative
materials prepared by us for prospective Lenders (such as a lender meeting
invitation, bank allocation, if any, and funding and closing memoranda); and (c)
notification of changes in the terms of the Credit Facilities.

     

    You
hereby represent and covenant that (a) all information other than the
Projections and information of a general economic or industry nature (the “Information”) that
has been or will be made available to us by you or any of your representatives
(with respect to information relating to Saturn and its affiliates, in each case
to the best of the Company’s knowledge) is or will be, when furnished, complete
and correct in all material respects and does not or will not, when furnished,
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein not materially
misleading in light of the circumstances under which such statements are made
and (b) the Projections that have been or will be made available to us by
you or any of your representatives have been or will be prepared in good faith
based upon reasonable assumptions at the time made and at the time the related
Projections are made available to us (it being understood that projections are
subject to uncertainties and that no assurances can be given that any
projections will be realized).  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
Fee Letter dated the date hereof and delivered herewith (the “Fee
Letter”).

     

    Each
Commitment Party’s commitments and agreements hereunder are subject
to:

     

    (a) there
not having been a Material Adverse Change.  “Material Adverse
Change” means that either (a) since December 31, 2008, there has occurred
any event, change, development, effect, condition, circumstance, matter,
occurrence or state of facts (each, an “Event”) or Events
that have had or would be reasonably expected to have, either individually or in
the aggregate, a Material Adverse Effect, except that any effect resulting from
any matter disclosed in (i) the Saturn Disclosure Letter (as defined in the
Merger Agreement and as in effect on the date hereof), (ii) the Mercury
Disclosure Letter (as defined in the Merger Agreement and as in effect on the
date hereof) or (iii) the annual report on Form 10-K for the Company or Saturn
for the year ended December 31, 2008 (other than disclosures in the “Risk
Factors” or “Forward Looking Statements” sections of such reports or any other
disclosures in such reports to the extent they are similarly predictive or
forward-looking in nature) shall not be considered when determining whether a
Material Adverse Effect shall have occurred under this clause (a), or (b) since
the date hereof, there has occurred any Event or Events that have had or would
reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect.  “Material Adverse
Effect” means a material adverse effect on the business, financial
condition or results of operations of the Company and its subsidiaries and
Saturn and its subsidiaries, taken as a whole (a “Material Adverse
Effect”); provided that any effect
resulting from any of the following Events shall not be considered when
determining whether a Material Adverse Effect shall have occurred: (i) any
change or development in United States financial, credit or securities markets,
general economic or business conditions, or political or regulatory conditions,
(ii) any act of war, armed hostilities or terrorism or any worsening thereof,
(iii) any change in law or United States generally accepted accounting
principles or the interpretation or enforcement of either, (iv) any change in
the pharmaceutical (including animal health, biotechnology and consumer health)
industry, (v) the negotiation, execution, delivery, performance, consummation,
potential consummation or public announcement of the Merger Agreement or the
transactions contemplated by the Merger Agreement, including any litigation
resulting therefrom or with respect thereto, and any adverse change in customer,
distributor, employee, supplier, financing source, licensor, licensee,
sub-licensee, shareholder, co-promotion, collaboration or joint venture partner
or similar relationships resulting therefrom or with respect thereto, including
as a result of the identity of the parties to the Merger Agreement, (vi) any
failure of the Company or any of its subsidiaries or Saturn or any of its
subsidiaries to meet, with respect to any period or periods, any internal or
industry analyst projections, forecasts, estimates of earnings or revenues, or
business plans (it being agreed that the facts and circumstances giving rise to
such failure that are not otherwise excluded from the definition of Material
Adverse Effect may be taken into account in determining whether a Material
Adverse Effect has occurred), (vii) any change, in and of itself, in the
market price or trading volume of the common stock of the Company or Saturn (it
being agreed that the facts and circumstances giving rise to such change that
are not otherwise excluded from the definition of Material Adverse Effect may be
taken into account in determining whether a Material Adverse Effect has
occurred), (viii) the taking of any action required by the Merger Agreement and
(ix) matters relating to Singulair disclosed in the first bullet-point of clause
(b) of Section 9.1 of the Mercury Disclosure Letter (as defined in the Merger
Agreement and as delivered to the Lead Arranger on or prior to the date hereof)
and matters relating to Remicade disclosed in the first paragraph under clause
(b) of Section 9.1 of the Saturn Disclosure Schedule (as defined in the Merger
Agreement and as delivered to the Lead Arranger on or prior to the date hereof);
provided that the
exception set forth in subclause (v) shall not apply with respect to matters or
Events that render untrue or incorrect any of the representations and warranties
set forth in Sections 3.4, 3.9(b), 3.13(h), 4.4, 4.9(b) and 4.13 of the Merger
Agreement as in effect on the date hereof.  Notwithstanding the
proviso to the preceding sentence, if an Event described in any of subclauses
(i), (ii), (iii) and (iv) of such provision has had a disproportionate effect on
the business, financial condition or results of operations of the Company and
its subsidiaries and Saturn and its subsidiaries, taken as a whole, relative to
other participants in the pharmaceutical (including animal health, biotechnology
and consumer health) industry, then, the incremental impact of such Event on the
Company and Saturn, taken as a whole, relative to other participants in the
pharmaceutical (including animal health, biotechnology and consumer health)
industry shall be taken into account for purposes of determining whether a
Material Adverse Effect has occurred or is reasonably expected to
occur;

     

    (b) such
Commitment Party’s satisfaction that prior to completion of a “Successful
Syndication” (as such term is defined in the Fee Letter) of the Credit
Facilities there shall be no competing offering, placement or arrangement of any
debt securities or bank financing (other than the Notes, Permitted CP, other
indebtedness incurred in the ordinary course of business and which does not
interfere with the syndication of any Credit Facility, indebtedness permitted to
be incurred by Saturn pursuant to the Merger Agreement as in effect on the date
hereof and other financing agreed to by the Lead Arranger) by or on behalf of
the Company, Saturn or any of their respective affiliates;

     

    (c) the
closing of the Credit Facilities on or before December 8, 2009 or, subject to
the provisions of the Merger Agreement, such later date (not later than March 8,
2010) to which the “End Date” is extended in accordance with the terms of the
Merger Agreement as in effect on the date hereof (the “Outside Closing
Date”); and

     

    (d) the
other conditions expressly set forth in the Term Sheets.

     

    There
shall be no conditions to closing and funding not expressly set forth herein
(including the Term Sheets).

     

    You agree
(a) to indemnify and hold harmless the Commitment Parties, their affiliates
and their respective officers, directors, employees, advisors and agents (each,
an “indemnified person”) from and against any and all losses, claims, damages
and liabilities to which any such indemnified person may become subject arising
out of or in connection with this Commitment Letter, the Credit Facilities, the
use of the proceeds thereof, the Transactions or any related transaction or any
claim, litigation, investigation or 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 legal or other expenses
incurred in connection with investigating or defending any of the foregoing;
provided that the
foregoing indemnity will not, as to any indemnified person, apply to (i) losses,
claims, damages, liabilities or related expenses to the extent (x) they are
found by a final, non-appealable judgment of a court to arise from the willful
misconduct or gross negligence of such indemnified person, (y) they arise out of
any claim, litigation, investigation or proceeding that does not involve an act
or omission (or alleged act or omission) of you or any of your affiliates and
that is brought by an indemnified person against any other indemnified person or
(z) they arise from a material breach by such indemnified person of its express
obligations under the Commitment Letter, or (ii) any settlement entered into by
such indemnified person without your written consent (such consent not to be
unreasonably withheld or delayed) and (b) whether or not the Closing Date
shall have occurred, to reimburse each Commitment Party and its affiliates on
demand for all reasonable documented out-of-pocket expenses (including due
diligence expenses, syndication expenses, consultant’s fees and expenses, travel
expenses, and reasonable fees, charges and disbursements of Davis Polk &
Wardwell) 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 information transmission systems
or for any special, indirect, consequential or punitive damages in connection
with the Credit Facilities, except to the extent any such damages are found by a
final, non-appealable judgment of a court to arise from the gross negligence or
willful misconduct of such indemnified person.

     

    You
acknowledge that each Commitment Party and its affiliates (the term “Commitment
Party” as used below in this paragraph being understood to include such
affiliates) may be providing debt financing, equity capital or other services
(including financial advisory services) to other companies in respect of which
you may have conflicting interests regarding the transactions described herein
and otherwise.  No Commitment Party will use confidential information
obtained from you by virtue of the transactions contemplated hereby or its other
relationships with you in connection with the performance by such Commitment
Party of services for other companies, and no Commitment Party will furnish any
such information to other companies.  You also acknowledge that no
Commitment Party has any obligation to use in connection with the transactions
contemplated hereby, or to furnish to you, confidential information obtained
from other companies.  You further acknowledge that JPMorgan is a full
service securities firm and JPMorgan 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.  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 any Commitment Party has advised or is advising you on
other matters, (b) the Commitment Parties on the one hand, and you, on the other
hand, have an arms-length business relationship that does not directly or
indirectly give rise to, nor do you rely on, any fiduciary duty on the part of
any Commitment Party, (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, (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 no Commitment Party has any
obligation to disclose such interests and transactions to you by virtue of any
fiduciary, advisory or agency relationship, and (e) you waive, to the fullest
extent permitted by law, any claims you may have against the Commitment Parties
for breach of fiduciary duty or alleged breach of fiduciary duty and agree that
the Commitment Parties shall have no liability (whether direct or indirect) to
you in respect of such a fiduciary duty claim, or to any person asserting a
fiduciary duty claim on behalf of or in right of you, including your
stockholders, employees or creditors.  Additionally, you acknowledge
and agree that the Commitment Parties are not advising you as to any legal, tax,
investment, accounting or regulatory matters in any jurisdiction.  You
shall consult with your own advisors concerning such matters and shall be
responsible for making your own independent investigation and appraisal of the
transactions contemplated hereby, and the Commitment Parties shall have no
responsibility or liability to you with respect thereto.  Any review
by the Commitment Parties of the Company, Saturn, the Transactions, the other
transactions contemplated hereby, or other matters relating to such transactions
will be performed solely for the benefit of the Commitment Parties and shall not
be on behalf of you or any of your affiliates.

     

    Each
Commitment Party may employ the services of its affiliates in providing certain
services hereunder and, in connection with the provision of such services, may
exchange with such affiliates information concerning you and the other companies
that may be the subject of the transactions contemplated by this Commitment
Letter and, to the extent so employed, such affiliates shall be entitled to the
benefits afforded such Commitment Party hereunder.

     

    This
Commitment Letter shall not be assignable by you without the prior written
consent of each Commitment Party (and any purported assignment without such
consent shall be null and void), is intended to be solely for the benefit of the
parties hereto and is not intended to confer any benefits upon, or create any
rights in favor of, any person other than the parties hereto and the indemnified
persons.  The Commitment Parties may, in consultation with the
Company, assign their commitments hereunder, in whole or in part, to Lenders, as
determined by the Lead Arranger and, in each case, any such assignment will
relieve such Commitment Party of its obligations set forth herein or otherwise
to commit to fund such assigned commitment amount of the Credit Facilities,
subject to the terms and conditions of this Commitment Letter.  In
connection with any such assignments, you agree, at the request of the
Commitment Parties, that you will enter into appropriate documentation
(including, if requested by the Commitment Parties or by you, joinder agreements
under which the Co-Arrangers become parties to this Commitment Letter and extend
commitments directly to you) containing such provisions relating to the
allocation of titles, rights and responsibilities in connection with the
Preliminary Syndication and compensation as the Lead Arranger may request (but
which will not add any conditions to the availability of the Credit Facilities
or change the terms of the Credit Facilities or the compensation payable by you
in connection therewith as set forth in the Commitment Letter and the Fee
Letter).  Such documentation will include a provision allowing the
Company, at the Company’s expense, to replace any Co-Arranger or Lender that has
(or is controlled by any person or entity that has) been deemed insolvent or
become subject to a bankruptcy, insolvency, receivership, conservatorship or
other similar proceeding, or that refuses to execute, or materially delays in
executing, definitive documentation agreed with the Lead Arranger with respect
to the Credit Facilities, with another financial institution selected by the
Company in consultation with the Lead Arranger.  The Commitment
Parties may not assign any of their rights under the Fee Letter without the
prior consent of the Company.  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 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 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; provided, however, that with respect to
whether a Material Adverse Effect shall have occurred (as described in the ninth
paragraph of this Commitment Letter) or claims related thereto, such matters
shall be governed by and construed in accordance with the laws of the State of
New Jersey.

     

    Notices
to the Company provided for herein and in the Fee Letter shall be delivered by
hand, by overnight courier service, mailed by certified or registered mail, or
sent by facsimile or by email to it at One Merck Drive, PO Box 100, Whitehouse
Station, NJ 08889-0100 Attention: Mark McDonough, VP & Treasurer (mark_mcdonough@Merck.com,
fax: (908) 735 1275) and Jon Filderman, counsel (jon_filderman@Merck.com,
fax: (908) 735 1216).

     

    This
Commitment Letter is delivered to you on the understanding that neither this
Commitment Letter, the Term Sheets or the Fee Letter nor any of their terms or
substance shall be disclosed, directly or indirectly, to any other person
(including, without limitation, other potential providers or arrangers of
financing) except (a) to your officers, agents and advisors and, on a
confidential basis, those of Saturn, who are directly involved in the
consideration of this matter (except that Fee Letter may not be disclosed to the
officers, agents and advisors of Saturn) or (b) as may be compelled in a
judicial or administrative proceeding or as otherwise required by law (in which
case you agree to inform us promptly thereof); provided, that the foregoing
restrictions shall cease to apply (except in respect of the Fee Letter and its
terms and substance) after this Commitment Letter has been accepted by
you.

     

    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 Company and each Guarantor (as defined in the Term Sheets), which
information includes names and addresses and other information that will allow
such Lender to identify the Company and each Guarantor in accordance with the
Patriot Act.

     

    The
compensation, reimbursement, indemnification, syndication and confidentiality
provisions contained herein and in the Fee Letter and any other provision herein
or therein which by its terms expressly survives the termination of this
Commitment Letter shall remain in full force and effect regardless of whether
definitive financing documentation shall be executed and delivered and
notwithstanding the termination of this Commitment Letter or the commitments
hereunder.

     

    If the
foregoing correctly sets forth our agreement, please indicate your acceptance of
the terms hereof and of the Term Sheets and the Fee Letter by returning to us
executed counterparts hereof and of the Fee Letter (together with fees payable
pursuant to the Fee Letter upon acceptance hereof) not later than
11:59 p.m., New York City time, on March 8, 2009.  This offer
will automatically expire at such time if we have not received such executed
counterparts (and such fee) in accordance with the preceding
sentence.

     

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of page intentionally left blank]

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

     

    
      
        
          
            
              
                
                  
                    	 	Very
      truly yours,	 
	 	 	 
	 	J.P.
      MORGAN SECURITIES INC.	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	 /s/ Thomas D.
      Cassin	 
	 	Name: 
      Thomas D. Cassin	 
	 	Title:    Managing
      Director	 


                  

                

              

            

          

        

      

    

    
       

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	 	 
	 	JPMORGAN
      CHASE BANK, N.A.	 
	 	 	 	 
	
                                         

                                      	
                                        By:

                                      	 /s/ Dawn L.
      LeeLun	 
	 	Name:  
      Dawn L. LeeLun	 
	 	Title:    
      Executive Director	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
          
 

           

          
            	 	 Accepted and
      agreed to as of
	
                  	 the date first
      written above by:
	 	 
	 	
                     MERCK &
      CO., INC.

                     

                  
	 	 
	 By:	 /s/ Peter N.
      Kellogg                                     
      
	 	 Name: 
      Peter N. Kellogg
	 	
                     Title:   
      Executive Vice President and

                                 
      Chief Financial Officer

                  


          

           

        

      

    

         



     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

    PROJECT
SOLAR

    Summary
of the Incremental Facility

     

    MERCK
& CO., INC. (the “Company”) intends to
combine with (the “Merger”)
SCHERING−PLOUGH CORPORATION (“Saturn”) pursuant to
that certain Agreement and Plan of Merger, dated as of March 8, 2009 (the “Merger
Agreement”).  In connection therewith: (a) the Company, Saturn
and two newly formed wholly-owned subsidiaries of Saturn will enter into the
Merger Agreement pursuant to which (i) a wholly-owned subsidiary of Saturn will
merge into Saturn and another wholly-owned subsidiary of Saturn will merge into
the Company so that the Company, as the surviving entity, will be a direct
wholly-owned subsidiary of Saturn, (ii) each share of common stock of Saturn
will be converted into the right to receive cash and new common stock of Saturn
and (iii) each share of common stock of the Company will be converted into one
share of common stock of Saturn; (b) the Company will either (i) amend or amend
and restate its existing $1,500,000,000 Amended and Restated Five-Year Credit
Agreement dated as of April 12, 2006 among Company, as borrower, Citicorp USA,
Inc., as Administrative Agent, and the other lenders and agents party thereto
(as amended prior to the date of the Commitment Letter, the “Existing Credit
Facility”), such amendment or amendment and restatement having the terms
set forth in Exhibit B hereto (the “Amendment”; the
Existing Credit Facility as amended or amended and restated by the Amendment,
the “Amended Revolving
Facility”), or (ii) enter into a new $1,500,000,000 revolving credit
facility having terms substantially similar to the Incremental Facility (the
“Replacement Revolving
Facility”), (c) the Company will either (i) terminate its existing Letter
of Credit Reimbursement Agreement, dated as of March 27, 2008 (the “Existing LC
Facility”), among Company, as obligor and The Royal Bank of Scotland PLC,
as Issuing Bank, and deposit replacement cash collateral to back-stop its
funding obligations under the Settlement Agreement (as defined therein) or (ii)
amend the Existing LC Facility in a manner reasonably acceptable to the Lead
Arranger so as to permit such facility to remain outstanding following the
consummation of the Transactions, (d) the Company or Saturn will enter into a
new $1,000,000,000 senior unsecured revolving credit facility (the “Incremental
Facility”) having the terms set forth in this Exhibit A; (e) to the
extent outstanding on the date of consummation of the Merger, each of (i)
Saturn’s existing unsecured term loan facility in the original amount of
€1,250,000,000 (the “Existing Saturn Term
Loan”) and revolving credit facilities in the amount of $2,000,000,000
(the “Existing Saturn
Revolving Facility,” and, together with the Amended Revolving Facility or
the Replacement Revolving Facility, as applicable, the Incremental Facility and
the Asset Sale Facility, the “Surviving Revolving
Facilities”), (ii) commercial paper issued by the Company or Saturn in
the ordinary course of business or to provide financing for
the  Merger (and commercial paper issued to refinance such outstanding
commercial paper) (“Permitted CP”), (iii)
the Existing LC Facility, as amended, and (iv) the existing bonds, notes and
other debt issued by the Company and Saturn (collectively, clauses (i) through
(iv), the “Existing
Debt”) will remain outstanding and in effect without amendment after
giving effect to the Merger; (f) the Company or Saturn will obtain
$3,000,000,000 in cash proceeds (before fees and original issue or market
discount) from either (i) the issuance of senior unsecured notes (the “Notes”) in a public
offering or Rule 144A private placement or (ii) if the Company or Saturn, as the
case may be, is unable to issue the full amount of the Notes at or prior to the
time the Merger is consummated, a senior unsecured bridge term loan facility
(the “Bridge Loan
Facility”) having the terms set forth in Exhibit C; and (g) the Company
or Saturn will enter into a new $3,000,000,000 senior unsecured asset sale
bridge revolving credit facility (“Asset Sale Facility”)
having the terms set forth in Exhibit D.  The Incremental Facility, the
Bridge Loan Facility and the Asset Sale Facility are sometimes herein referred
to as the “New Credit
Facilities”. The New Credit Facilities together with the Amended
Revolving Facility or the Replacement Revolving Facility, as applicable, are
sometimes herein referred to as the “Credit
Facilities”.  In lieu of drawing on the Surviving Revolving
Facilities to finance the Merger and to fund working capital in the ordinary
course of business, the Company and/or Saturn may issue Permitted
CP.  The foregoing transactions and the other transactions
contemplated by the Commitment Letter or the Exhibits attached thereto and any
permanent financing entered into to finance the Merger or refinance the Credit
Facilities are referred to herein collectively as the “Transactions”.  Terms
not otherwise defined herein have the meaning specified in the Commitment Letter
to which this Exhibit A is attached.  Set forth below is a summary of
the material terms and conditions for the Incremental Facility.

     

    
      	
              Borrower:

            	
              Either
      the Company or Saturn, as agreed between the Borrower and the Lead
      Arranger (the “Borrower”).

            


    

     

    
      	
              Guarantor:

            	
              Whichever
      of the Company or Saturn is not the Borrower (the “Guarantor” and
      together with the Borrower, the “Credit
      Parties”) will guarantee (the “Guarantee”) the
      obligations of the Borrower under the Incremental Facility.  In
      addition, each guarantor of any other Credit Facility and of the Notes
      shall guarantee the Incremental
Facility.

            


    

     

    
      	
              Credit
      Group:

            	
              “Credit Group”
      shall mean (a) prior to the Closing Date, the Company and its subsidiaries
      and (b) on and after the Closing Date, the Credit Parties and their
      respective subsidiaries (after giving effect to the
    Merger).

            


    

     

    
      	
              Purpose/Use
      of Proceeds:

            	
              The
      proceeds of the Incremental Facility may be used for general corporate
      purposes, including, without limitation, to fund the Transactions
      (including paying Transaction expenses in connection with the Merger) and
      backstop Permitted CP.

            


    

     

    
      	
              Sole
      Lead Arranger
and Sole Bookrunner:

            	
               

              J.P.
      Morgan Securities Inc. (in such capacity, the “Lead
      Arranger”).

            


    

     

    
      	
              Administrative
      Agent:

            	
              JPMorgan
      Chase Bank, N.A. (in such capacity, the “Administrative
      Agent”).

            


    

     

    
      	
              Incremental
      Facility Lenders:

            	
              A
      syndicate of banks, financial institutions and other entities, including
      JPMorgan Chase Bank, N.A., selected by the Lead Arranger in accordance
      with the Commitment Letter (each, an “Incremental Facility
      Lender” and, collectively, the “Incremental Facility
      Lenders”).

            


    

     

    
      	
              Amount
      of Incremental Facility:

            	
              Up
      to $1.0 billion 364-day senior unsecured revolving credit facility (the
      “Incremental
      Facility”; the commitments thereunder, the “Incremental Facility
      Commitments”; the loans thereunder, the “Incremental Facility
      Loans”).

            


    

     

    
      	
              Closing
      Date:

            	
              The
      date, on or before the Outside Closing Date, on which the Merger is
      consummated; provided that all of
      the conditions precedent set forth under the heading “Conditions Precedent
      to Closing Date” have been satisfied (the “Closing
      Date”).

            


    

     

    
      	
              Availability:

            	
              Amounts
      available under the Incremental Facility may be borrowed, repaid and
      reborrowed on and after the Closing Date until the Incremental Facility
      Maturity Date (as defined below); provided that all of
      the conditions precedent set forth under the heading “Conditions Precedent
      to the Closing Date” shall have been satisfied on the Closing Date and
      “Conditions Precedent to Extensions of Credit” have been satisfied on the
      date of any borrowing.

            


    

     

    
      	
              Maturity:

            	
              The
      Incremental Facility will mature, and any outstanding Incremental Facility
      Commitments will terminate, 364 days after the Closing Date (the “Incremental Facility
      Maturity Date”).

            


    

     

    
      	
              Interest
      Rate and Fees:

            	
              As
      set forth on Annex A hereto.

            


    

     

    
      	
              Yield
      Protection:

            	
              Customary
      for credit facilities of this type, including breakage costs, gross-up for
      withholding, compensation for increased costs and compliance with capital
      adequacy and other regulatory
restrictions.

            


    

     

    
      	
              Voluntary
      Prepayments and
Commitment Reductions:

            	
               

              The
      Incremental Facility Loans may be prepaid and unused Incremental Facility
      Commitments may be reduced at any time in whole or in part at the election
      of the Borrower without premium or penalty; provided that
      Incremental Facility Loans bearing interest with reference to the
      Eurodollar Rate (as defined in Annex A) will be prepayable only on the
      last day of the related interest period unless the Borrower pays any
      related breakage costs.

            


    

     

    
      
        	
                Security:

              	
                The
      Incremental Facility and the Guarantee will be
  unsecured.

              


      

    

     

    
      	
              Representations
      and
Warranties:

            	
               

              The
      definitive loan documents for the Incremental Facility (the “Incremental Facility
      Loan Documents”) will contain only the following representations
      and warranties (consistent with those contained in the Existing Credit
      Facility) by the Credit Parties (with respect to the Credit Group, with
      materiality or material adverse effect qualifiers determined for the
      Credit Group taken as a whole):

            


    

     

    
      	
               
      

            	
              1.

            	
              Due
      organization; requisite power and
authority;

            


    

     

    
      	
               
      

            	
              2.

            	
              Due
      authorization, execution, delivery and enforceability of the Incremental
      Facility Loan Documents;

            


    

     

    
      	
               
      

            	
              3.

            	
              No
      material conflicts;

            


    

     

    
      	
               
      

            	
              4.

            	
              Governmental
      consents;

            


    

     

    
      	
               
      

            	
              5.

            	
              Financial
      Statements; no Material Adverse Change (as defined in the Commitment
      Letter) as of the Closing Date;

            


    

     

    
      	
               
      

            	
              6.

            	
              Absence
      of material litigation and
investigations;

            


    

     

    
      	
               
      

            	
              7.

            	
              Investment
      Company Act and margin stock
matters;

            


    

     

    
      	
               
      

            	
              8.

            	
              Compliance
      with laws;

            


    

     

    
      	
               
      

            	
              9.

            	
              No
      Event of Default;

            


    

     

    
      	
               
      

            	
              10.

            	
              Ownership
      of patents and other intellectual
property;

            


    

     

    
      	
               
      

            	
              11.

            	
              Payment
      of taxes;

            


    

     

    
      	
               
      

            	
              12.

            	
              ERISA
      Events; and

            


    

     

    
      	
               
      

            	
              13.

            	
              Use
      of Proceeds.

            


    

     

    
      	
              Covenants:

            	
              The
      Incremental Facility Loan Documents will contain only the following
      financial, affirmative and negative covenants applicable to the Credit
      Group:

            


    

     

    
      	
              -
      financial covenant:

            	
              Total
      debt to capitalization ratio for the Credit Group (calculated on the same
      basis as in the Existing Credit Facility) not to exceed 60% as of the end
      of any fiscal quarter.

            


    

     

    
      	
              -
      affirmative covenants:

            	
              the
      following affirmative covenants (consistent with those contained in the
      Existing Credit Facility):

            


    

     

    
      	
               
      

            	
              1.

            	
              Delivery
      of financial statements and
reports;

            


    

     

    
      	
               
      

            	
              2.

            	
              Notice
      of material events;

            


    

     

    
      	
               
      

            	
              3.

            	
              Maintenance
      of existence and conduct of
business;

            


    

     

    
      	
               
      

            	
              4.

            	
              Payment
      of tax liabilities;

            


    

     

    
      	
               
      

            	
              5.

            	
              Maintenance
      of properties;

            


    

     

    
      	
               
      

            	
              6.

            	
              Maintenance
      of insurance;

            


    

     

    
      	
               
      

            	
              7.

            	
              Maintenance
      of books and records;

            


    

     

    
      	
               
      

            	
              8.

            	
              Visitation
      rights; and

            


    

     

    
      	
               
      

            	
              9.

            	
              Compliance
      with laws.

            


    

     

    
      	
              -
      negative covenants:

            	
              the
      following negative covenants:

            


    

     

    
      	
               
      

            	
              1.

            	
              Limitations
      with respect to liens (baskets and exceptions to be consistent with the
      Existing Credit Facility); and

            


    

     

    
      	
               
      

            	
              2.

            	
              Restrictions
      on mergers and other fundamental changes of the Borrower and the Guarantor
      consistent with the Existing Credit
Facility.

            


    

     

    
      	
              Events
      of Default:

            	
              The
      Incremental Facility Loan Documents will include only the following events
      of default (subject to appropriate grace periods and materiality
      qualifiers) consistent with the Existing Credit Facility: failure to make
      payments when due, noncompliance with covenants, breaches of
      representations and warranties, defaults under other agreements or
      instruments of indebtedness, bankruptcy of the Borrower, the Guarantor or
      any significant subsidiary, judgments in excess of specified amounts,
      ERISA, invalidity of the Guarantee and “change of
  control”.

            


    

     

    
      	
              Conditions
      Precedent
to the Closing Date:

            	
               

              Availability
      of the Incremental Facility on the Closing Date shall be conditioned upon
      the satisfaction of the conditions set forth in the ninth paragraph of the
      Commitment Letter and on Exhibit E.  In addition, availability
      of the Incremental Facility on the Closing Date shall be subject to the
      accuracy of representations and warranties on the Closing Date and the
      absence of any default or event of default on the Closing
      Date.

            


    

     

    
      	
              Conditions
      Precedent to
Extensions of Credit:

            	
               

              All
      borrowings under the Incremental Facility will be subject to requirements
      relating to prior written notice of borrowing and, except for any
      borrowing to be made on the Closing Date (as to which the “Conditions
      Precedent to the Closing Date” above shall apply), the accuracy of
      representations and warranties (other than in respect of the absence of a
      material adverse change or material litigation) and the absence of any
      default or event of default.

            


    

     

    
      	
              Assignments
      and
Participations:

            	
               

              The
      Incremental Facility Lenders shall be permitted to assign all or a portion
      of their Incremental Facility Loans and Incremental Facility Commitments
      with the consent, not to be unreasonably withheld, of (a) the Borrower,
      unless (i) the assignee is a Incremental Facility Lender, an affiliate of
      a Incremental Facility Lender or an approved fund or (ii) an event of
      default has occurred and is continuing and (b) the Administrative
      Agent.  In the case of partial assignments (other than to
      another Incremental Facility Lender, an affiliate of a Incremental
      Facility Lender or an approved fund), the minimum assignment amount shall
      be $10,000,000 (or integral multiple of $1,000,000 in excess thereof), in
      each case unless otherwise agreed by the Borrower and the Administrative
      Agent.  The Administrative Agent shall receive a processing and
      recordation fee of $3,500 in connection with all
      assignments.  The Incremental Facility Lenders shall also be
      permitted to sell participations in their Incremental Facility
      Loans.  Participants shall have the same benefits as the selling
      Incremental Facility Lenders with respect to yield protection and
      increased cost provisions subject to customary
      limitations.  Voting rights of participants shall be subject to
      customary limitations.

            


    

     

    
      
      

    

    
      	
              
                Requisite
      Incremental Facility
Lenders:

            	
               

              Amendments
      and waivers with respect to the Incremental Facility Loan Documents shall
      require the approval of Incremental Facility Lenders holding more than 50%
      of the aggregate amount of the Incremental Facility Commitments, except
      that (a) the consent of each Incremental Facility Lender directly affected
      thereby shall be required with respect to (i) reductions in the amount or
      extensions of the final maturity of any Incremental Facility Loan, (ii)
      reductions in the rate of interest or any fee or extensions of any due
      date thereof and (iii) increases in the amount or extensions of the expiry
      date of any Incremental Facility Lender’s Incremental Facility Commitment
      and (b) the consent of 100% of the Incremental Facility Lenders shall be
      required with respect to (i) reductions of any of the voting percentages
      or modifications to amendment or pro rata sharing provisions and (ii) any
      release of the Guarantee.

            


    

     

    
      	
               
      

            	
              The
      Incremental Facility Loan Documents shall contain customary provisions for
      replacing non-consenting Lenders in connection with amendments and waivers
      requiring the consent of all relevant Lenders or of all relevant Lenders
      directly affected thereby, so long as relevant Lenders holding at least
      50% of the aggregate amount of the loans and commitments under the
      Incremental Facility Loan Documents have consented
  thereto.

            


    

     

    
      	 	
              The
      Incremental Facility Loan Documents shall contain customary provisions
      relating to “defaulting” Lenders (including provisions relating to the
      suspension of the voting rights, rights to receive facility fees, and the
      termination or assignment of commitments of such
  Lenders).

            


    

     

    
      	
              Taxes:

            	
              The
      Incremental Facility will provide that all payments are to 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. Incremental Facility Lenders will furnish to the
      Administrative Agent appropriate certificates or other evidence of
      exemption from U.S. federal tax
withholding.

            


    

     

    
      	
              Indemnity:

            	
              The
      Incremental Facility will provide customary and appropriate provisions
      relating to indemnity and related matters in a form reasonably
      satisfactory to the Lead Arranger, the Administrative Agent and the
      Incremental Facility Lenders.

            


    

     

    
      	
              Governing
      Law and
Jurisdiction:

            	
               

              The
      Incremental Facility will provide that the Borrower, the Guarantor, the
      Administrative Agent and the Incremental Facility Lenders 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 Incremental Facility Loan
    Documents.

            


    

     

    
      
        	
                
                  Counsel
      to Lead

                  Arranger
      and
Administrative
      Agent:

                

              	
                 

                 

                Davis
      Polk & Wardwell.

              


      

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    ANNEX
A

     

    Interest
Rate and Fees

     

    
      	
              Interest
      Rate Options:

            	
              The
      Borrower may elect that the Incremental Facility Loans comprising each
      borrowing bear interest at a rate per annum equal to (a) the Base Rate
      plus the Applicable Margin or (b) the Eurodollar Rate plus the Applicable
      Margin.

            


    

     

    
      	
               
      

            	
              As
      used herein:

            


    

     

    
      	
               
      

            	
              “Applicable
      Margin” has the meaning set forth in Annex
  A-1.

            


    

     

    
      	
               
      

            	
              “Base Rate”
      means the highest of (i) the rate of interest publicly announced by
      JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal
      office in New York City (the “Prime Rate”),
      (ii) the federal funds effective rate from time to time plus 0.5% and
      (iii) the one-month adjusted London interbank offered rate plus
      1%.

            


    

     

    
      	
               
      

            	
              “Eurodollar
      Rate” means the rate (adjusted for any statutory reserve
      requirements for eurocurrency liabilities) for eurodollar deposits having
      a maturity closest to the applicable interest period appearing on Page
      3750 of the Telerate screen.

            


    

     

    
      	
              Interest
      Payment Dates:

            	
              In
      the case of Incremental Facility Loans bearing interest based upon the
      Base Rate (“Base
      Rate Incremental Facility Loans”), quarterly in
      arrears.

            


    

     

    
      	
               
      

            	
              In
      the case of Incremental Facility Loans bearing interest based upon the
      Eurodollar Rate (“Eurodollar Incremental
      Facility Loans”) on the last day of each relevant interest period
      (which will be one, two, three or six months) and, in the case of any
      interest period longer than three months, on each successive date three
      months after the first day of such interest
  period.

            


    

     

    
      	
              Facility
      Fees:

            	
              The
      Borrower shall pay facility fees as described in Annex
  A-1.

            


    

     

    
      	
              Default
      Rate:

            	
              At
      any time when the Borrower is in default in the payment of any amount of
      principal due under the Incremental Facility, the overdue amount shall
      bear interest at 2% above the rate otherwise applicable
      thereto.  Overdue interest, fees and other amounts shall bear
      interest at 2% above the rate applicable to Base Rate Incremental Facility
      Loans.

            


    

     

    
      	
              Rate
      and Fee Basis:

            	
              All
      per annum rates shall be calculated on the basis of a year of 360 days (or
      365/366 days, in the case of Base Rate Incremental Facility Loans the
      interest rate payable on which is then based on the Prime Rate) for actual
      days elapsed.

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    ANNEX
A-1

     

    1.
Applicable Margin

     

    “Applicable Margin”
means, as of any date of determination during any period set forth below, the
percentage per annum set forth below under the applicable type of loan opposite
the Credit Ratings (as defined below) in effect at the time.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	
                                                  Level
      I

                                                	
                                                  
                                                    Level
      II

                                                  

                                                	
                                                  
                                                    Level
      III

                                                  

                                                	
                                                  Level
      IV

                                                	
                                                  Level
      V

                                                
	
                                                  Credit
      Ratings

                                                	
                                                  
                                                    AA+/Aa1
      or higher

                                                  

                                                	
                                                  
                                                    AA/Aa2

                                                  

                                                	
                                                  
                                                    AA-/Aa3

                                                  

                                                	
                                                  A+/A1

                                                	
                                                  A/A2
      or lower

                                                
	 
      	
                                                  Eurodollar
      
Rate

                                                	
                                                  Base

                                                  Rate

                                                	
                                                  Eurodollar
      
Rate

                                                	
                                                  Base

                                                  Rate

                                                	
                                                  Eurodollar
      
Rate

                                                	
                                                  Base

                                                  Rate

                                                	
                                                  Eurodollar
      
Rate

                                                	
                                                  Base

                                                  Rate

                                                	
                                                  Eurodollar
      
Rate

                                                	
                                                  Base

                                                  Rate

                                                
	
                                                  Closing
      Date until 3-month anniversary thereof

                                                   

                                                	
                                                  2.00%

                                                	
                                                  1.00%

                                                	
                                                  2.20%

                                                	
                                                  1.20%

                                                	
                                                  2.375%

                                                	
                                                  1.375%

                                                	
                                                  2.50%

                                                	
                                                  1.50%

                                                	
                                                  2.75%

                                                	
                                                  1.75%

                                                
	
                                                  3-month
      anniversary of Closing Date until 6-month anniversary
    thereof

                                                	
                                                  2.50%

                                                	
                                                  1.50%

                                                	
                                                  2.70%

                                                	
                                                  1.70%

                                                	
                                                  2.875%

                                                	
                                                  1.875%

                                                	
                                                  3.00%

                                                	
                                                  2.00%

                                                	
                                                  3.25%

                                                	
                                                  2.25%

                                                
	
                                                  6-month
      anniversary of Closing Date until 9-month anniversary
    thereof

                                                	
                                                  3.00%

                                                	
                                                  2.00%

                                                	
                                                  3.20%

                                                	
                                                  2.20%

                                                	
                                                  3.375%

                                                	
                                                  2.375%

                                                	
                                                  3.50%

                                                	
                                                  2.50%

                                                	
                                                  3.75%

                                                	
                                                  2.75%

                                                
	
                                                  9-month
      anniversary of Closing Date until 12-month anniversary
    thereof

                                                	
                                                  3.50%

                                                	
                                                  2.50%

                                                	
                                                  3.70%

                                                	
                                                  2.70%

                                                	
                                                  3.875%

                                                	
                                                  2.875%

                                                	
                                                  4.00%

                                                	
                                                  3.00%

                                                	
                                                  4.25%

                                                	
                                                  3.25%

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
For
purposes of determining the Applicable Margin, the applicable Credit Rating from
one of S&P and Moody’s will be required to qualify for the applicable Level
set forth above; provided that if the higher
applicable Credit Rating is more than one Level higher than the other Credit
Rating, the Applicable Margin shall be the Level below the Level corresponding
to such higher Credit Rating. Following repayment in full of the Bridge Loan
Facility, the Applicable Margin for the Incremental Facility will be the
percentage per annum set forth above for the Closing Date under the applicable
type of Incremental Facility Loan opposite the Credit Rating in effect at the
time.

    

     

    “Credit Ratings” means
(a) the senior unsecured debt credit rating of the Borrower from Moody’s and (b)
the long term issuer credit rating of the Borrower from S&P.

     

    2.
Facility Fee

     

    The
Borrower shall pay a fee (the “Facility Fee”)
quarterly in arrears calculated on a per annum basis, for the ratable benefit of
each Incremental Facility Lender from the execution and delivery of the
Incremental Facility credit agreement to the Incremental Facility Maturity Date
on the aggregate amount of the Incremental Facility Commitments (whether used or
unused) as set forth below.

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              Level
      I

                            	
                              Level
      II

                            	
                              Level
      III

                            	
                              Level
      IV

                            	
                              Level
      V

                            
	
                              Credit
      Ratings

                            	
                              AA+/Aa1
      or higher

                            	
                              AA/Aa2

                            	
                              AA-/Aa3

                            	
                              A+/A1

                            	
                              A/A2
      or lower

                            
	
                              Facility
      Fee

                            	
                              0.25%

                            	
                              0.30%

                            	
                              0.375%

                            	
                              0.50%

                            	
                              0.50%

                            


                    

                  

                

              

            

          

        

      

For
purposes of determining the Facility Fee, the applicable Credit Rating from one
of S&P and Moody’s will be required to qualify for the applicable Level set
forth above; provided
that if the higher applicable Credit Rating is more than one Level higher than
the other Credit Rating, the Facility Fee shall be the Level below the Level
corresponding to such higher Credit Rating.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

     

    PROJECT
SOLAR

     

    Summary
of the Amendment

     

    Set forth
below is a summary of the material terms and conditions of the Amendment to the
Existing Credit Facility to be entered into in connection with the
Transactions.  Capitalized terms used but not defined herein shall
have the meanings set forth in the introductory paragraph to Exhibit
A.

     

    
      	
              Additional
      Guarantor:

            	
              Saturn
      will guarantee the obligations of the Borrower under the Amended Revolving
      Facility.  In addition, each guarantor of any other Credit
      Facility and of the Notes shall guarantee the Amended Revolving
      Facility.

            


    

     

    
      	
              Amendment
      Effective Date:

            	
              The
      amendment shall become effective on the date, on or before the Outside
      Closing Date, on which the Merger is consummated; provided that all of
      the conditions precedent set forth in the ninth paragraph of the
      Commitment Letter and in Exhibit E have been satisfied (the “Amendment Effective
      Date”).

            


    

     

    
      	
              Interest
      Rates and Fees:

            	
              Definition
      of “Applicable Margin” shall be modified as set forth in Annex
      A.

            


    

     

    
      	
               
      

            	
              Facility
      fees payable under the Amended Revolving Facility shall be modified as set
      forth in Annex A.

            


    

     

    
      	
               
      

            	
              Definition
      of “Base Rate” shall be modified to mean the highest of (i) the rate of
      interest publicly announced by JPMorgan Chase Bank, N.A. as its prime rate
      in effect at its principal office in New York City, (ii) the federal funds
      effective rate from time to time plus 0.5% and
      (iii) the one-month adjusted London interbank offered rate plus
      1%.

            


    

     

    
      	
              Financial
      Covenant:

            	
              Same
      as Incremental Facility.

            


    

     

    
      	
              Change
      in Control:

            	
              Definition
      of Change in Control shall be modified to permit the
      Transactions.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

    ANNEX
A

     

    1.
Applicable Margin

     

    “Applicable Margin”
means, as of any date of determination during any period set forth below, the
percentage per annum set forth below under the applicable type of loan opposite
the Credit Ratings (as defined below) in effect at the time.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	 	
                                                                        Level
      I

                                                                      	
                                                                        Level
      II

                                                                      	
                                                                        Level
      III

                                                                      	
                                                                        Level
      IV

                                                                      	
                                                                        Level
      V

                                                                      
	
                                                                        Credit
      Ratings

                                                                      	
                                                                        AA+/Aa1
      or higher

                                                                      	
                                                                        AA/Aa2

                                                                      	
                                                                        AA-/Aa3

                                                                      	
                                                                        A+/A1

                                                                      	
                                                                        A/A2
      or lower

                                                                      
	 
      	
                                                                        Eurodollar
      Rate

                                                                      	
                                                                        Base

                                                                        Rate

                                                                      	
                                                                        Eurodollar
      Rate

                                                                      	
                                                                        Base

                                                                        Rate

                                                                      	
                                                                        Eurodollar
      Rate

                                                                      	
                                                                        Base

                                                                        Rate

                                                                      	
                                                                        Eurodollar
      Rate

                                                                      	
                                                                        Base

                                                                        Rate

                                                                      	
                                                                        Eurodollar
      Rate

                                                                      	
                                                                        Base

                                                                        Rate

                                                                      
	
                                                                        Closing
      Date until 3-month anniversary thereof

                                                                         

                                                                      	
                                                                        2.00%

                                                                      	
                                                                        1.00%

                                                                      	
                                                                        2.20%

                                                                      	
                                                                        1.20%

                                                                      	
                                                                        2.375%

                                                                      	
                                                                        1.375%

                                                                      	
                                                                        2.50%

                                                                      	
                                                                        1.50%

                                                                      	
                                                                        2.75%

                                                                      	
                                                                        1.75%

                                                                      
	
                                                                        3-month
      anniversary of Closing Date until 6-month anniversary
    thereof

                                                                      	
                                                                        2.50%

                                                                      	
                                                                        1.50%

                                                                      	
                                                                        2.70%

                                                                      	
                                                                        1.70%

                                                                      	
                                                                        2.875%

                                                                      	
                                                                        1.875%

                                                                      	
                                                                        3.00%

                                                                      	
                                                                        2.00%

                                                                      	
                                                                        3.25%

                                                                      	
                                                                        2.25%

                                                                      
	
                                                                        6-month
      anniversary of Closing Date until 9-month anniversary
    thereof

                                                                      	
                                                                        3.00%

                                                                      	
                                                                        2.00%

                                                                      	
                                                                        3.20%

                                                                      	
                                                                        2.20%

                                                                      	
                                                                        3.375%

                                                                      	
                                                                        2.375%

                                                                      	
                                                                        3.50%

                                                                      	
                                                                        2.50%

                                                                      	
                                                                        3.75%

                                                                      	
                                                                        2.75%

                                                                      
	
                                                                        9-month
      anniversary of Closing Date until 12-month anniversary
    thereof

                                                                      	
                                                                        3.50%

                                                                      	
                                                                        2.50%

                                                                      	
                                                                        3.70%

                                                                      	
                                                                        2.70%

                                                                      	
                                                                        3.875%

                                                                      	
                                                                        2.875%

                                                                      	
                                                                        4.00%

                                                                      	
                                                                        3.00%

                                                                      	
                                                                        4.25%

                                                                      	
                                                                        3.25%

                                                                      


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    For
purposes of determining the Applicable Margin, the applicable Credit Rating from
one of S&P and Moody’s will be required to qualify for the applicable Level
set forth above; provided that if the higher
applicable Credit Rating is more than one Level higher than the other Credit
Rating, the Applicable Margin shall be the Level below the Level corresponding
to such higher Credit Rating. Following repayment in full of the Bridge Loan
Facility, the Applicable Margin for the Amended Revolving Facility will be the
percentage per annum set forth above for the Closing Date under the applicable
type of loan opposite the Credit Rating in effect at the time.

     

    “Credit Ratings” means
(a) the senior unsecured debt credit rating of the Borrower from Moody’s and (b)
the long term issuer credit rating of the Borrower from S&P.

     

    2.
Facility Fee

     

    The
Borrower shall pay a fee (the “Facility Fee”)
quarterly in arrears calculated on a per annum basis, for the ratable benefit of
each lender under the Amended Revolving Facility from the Amendment Effective
Date to the maturity date of the Amended Revolving Facility on the aggregate
amount of the commitments under the Amended Revolving Facility (whether used or
unused) as set forth below.

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              Level
      I

                            	
                              Level
      II

                            	
                              Level
      III

                            	
                              Level
      IV

                            	
                              Level
      V

                            
	
                              Credit
      Ratings

                            	
                              AA+/Aa1
      or higher

                            	
                              AA/Aa2

                            	
                              AA-/Aa3

                            	
                              A+/A1

                            	
                              A/A2
      or lower

                            
	
                              Facility
      Fee

                            	
                              0.25%

                            	
                              0.30%

                            	
                              0.375%

                            	
                              0.50%

                            	
                              0.50%

                            


                    

                  

                

              

            

          

        

      

    

     

    For
purposes of determining the Facility Fee, the applicable Credit Rating from one
of S&P and Moody’s will be required to qualify for the applicable Level set
forth above; provided
that if the higher applicable Credit Rating is more than one Level higher than
the other Credit Rating, the Facility Fee shall be the Level below the Level
corresponding to such higher Credit Rating.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

     

    PROJECT
SOLAR

     

    Summary
of the Bridge Loan Facility

     

    Set forth below is a summary of the
material terms and conditions for the Bridge Loan
Facility.  Capitalized terms used but not defined herein shall have
the meanings set forth in the introductory paragraph of Exhibit A.

     

    
      	
              Borrower:

            	
              Either
      the Company or Saturn, as agreed between the Borrower and the Lead
      Arranger (the “Borrower”).

            


    

     

    
      	
              Guarantor:

            	
              Whichever
      of the Company or Saturn is not the Borrower (the “Guarantor” and
      together with the Borrower, the “Credit
      Parties”) will guarantee (the “Guarantee”) the
      obligations of the Borrower under the Bridge Loan Facility.  In
      addition, (x) the Borrower may designate, in its sole discretion,
      additional subsidiaries that will guarantee the obligations of the
      Borrower under the Bridge Loan Facility by acceding to the Guarantee and
      (y) each guarantor of any other Credit Facility and of the Notes shall
      guarantee the Bridge Loan Facility.

            


    

     

    
      	
              Credit
      Group:

            	
              “Credit Group”
      shall mean (a) prior to the Closing Date, the Company and its subsidiaries
      and (b) on and after the Closing Date, the Credit Parties and their
      respective subsidiaries (after giving effect to the
    Merger).

            


    

     

    
      	
              Purpose/Use
      of Proceeds:

            	
              The
      proceeds of the Bridge Loan Facility will be used to fund, in part, the
      Transactions (including paying Transaction expenses in connection with the
      Merger).

            


    

     

    
      	
              Sole
      Lead Arranger
and Sole Bookrunner:

            	
               

              J.P.Morgan
      Securities Inc. (in such capacity, the “Lead
      Arranger”).

            


    

     

    
      	
              Administrative
      Agent:

            	
              JPMorgan
      Chase Bank, N.A. (in such capacity, the “Administrative
      Agent”).

            


    

     

    
      	
              Bridge
      Loan Lenders:

            	
              A
      syndicate of banks, financial institutions and other entities, including
      JPMorgan Chase Bank, N.A., selected by the Lead Arranger in accordance
      with the Commitment Letter (each, a “Bridge Loan
      Lender” and, collectively, the “Bridge Loan
      Lenders”).

            


    

     

    
      	
              Amount
      of Bridge

              Term
      Facility:

            	
               

              Up
      to $3.0 billion 364-day unsecured term bridge facility (the “Bridge Loan
      Facility”; the commitments thereunder, the “Bridge Loan
      Commitments”; loans thereunder, the “Bridge Loans”),
      subject to reductions as set forth under the heading “Mandatory
      Prepayments and Commitment
Reductions”.

            


    

     

    
      	
              Closing
      Date:

            	
              The
      date, on or before the Outside Closing Date, on which the Merger shall be
      consummated; provided that all of
      the conditions precedent set forth under the heading “Conditions
      Precedent” have been satisfied (the “Closing
      Date”).

            


    

     

    
      	
              Availability:

            	
              Amounts
      available under the Bridge Loan Facility shall be borrowed in a single
      draw on the Closing Date.

            


    

     

    
      	
              Funding
      Date:

            	
              The
      date on which borrowings under the Bridge Loan Facility are made (the
      “Funding
      Date”).

            


    

     

    
      	
              Maturity:

            	
              The
      Bridge Loan Facility will mature 364 days after the Funding Date (the
      “Bridge Loan
      Maturity Date”).

            


    

     

    
      	
              Amortization:

            	
              No
      amortization will be required with respect to the Bridge Loan
      Facility.

            


    

     

    
      	
              Interest
      Rate and Fees:

            	
              As
      set forth on Annex A hereto.

            


    

     

    
      	
              Yield
      Protection:

            	
              Customary
      for credit facilities of this type, including breakage costs, gross-up for
      withholding, compensation for increased costs and compliance with capital
      adequacy and other regulatory
restrictions.

            


    

     

    
      	
              Voluntary
      Prepayments and
Commitment
    Reductions:

            	
               

              Prior
      to the Funding Date, commitments under the Bridge Loan Facility may be
      reduced in whole or in part at the election of the Borrower without
      premium or penalty. Following the Funding Date, the Bridge Loan Facility
      may be prepaid in whole or in part at the election of the Borrower without
      premium or penalty; provided
      that Bridge Loans bearing interest with reference to the Eurodollar Rate
      (as defined in Annex A) will be prepayable only on the last day of the
      related interest period unless the Borrower pays any related breakage
      costs.

            


    

     

    
      	
              Mandatory
      Prepayments and

              Commitment
      Reductions:

            	
              The
      following mandatory prepayments (or, prior to the Funding Date, commitment
      reductions) will be required under the Bridge Loan Facility (subject to
      certain exceptions and basket amounts to be negotiated in the applicable
      definitive loan documents for the Bridge Loan Facility (the “Bridge
      Loan Documents”)):

            


    

     

    
      	
               
      

            	
              1.

            	
              Asset Sales:
      Following payment in full of, and termination of the commitments under,
      the Asset Sale Facility, prepayments or reductions in commitments, as
      applicable, in an amount equal to 100% of the net cash proceeds of the
      sale or other disposition of any property or assets of the Credit Group
      (including the receipt of insurance and/or condemnation proceeds to the
      extent not used or committed to be used for the restoration or repair of
      assets giving rise to the receipt of such proceeds within 180 days
      thereof), subject to certain exceptions for sales in the ordinary course
      of business, certain foreign asset sales and other exceptions to be
      agreed, including an exception for up to $250,000,000 of net cash proceeds
      of asset sales consummated from the date of the Commitment Letter through
      the date of execution and delivery of the credit agreement for the Bridge
      Loan Facility.

            


    

     

    
      	
               
      

            	
              2.

            	
              Equity
      Offerings: Prepayments or reductions in commitments, as applicable,
      in an amount equal to 100% of the net cash proceeds received from the
      issuance of equity interests of the Credit Group (other than any issuance
      of equity interests constituting consideration for the Merger, the
      issuance of equity pursuant to employee stock plans and other similar
      arrangements to be agreed and other exceptions to be
    agreed).

            


    

     

    
      	
               
      

            	
              3.

            	
              Incurrence of
      Indebtedness: Prepayments or reductions in commitments, as
      applicable, in an amount equal to 100% of the net cash proceeds received
      from the incurrence of indebtedness by the Credit Group (other than (a)
      borrowings under the Surviving Revolving Facilities, (b) Permitted CP, (c)
      prior to the Closing Date, indebtedness permitted to be incurred by Saturn
      pursuant to the Merger Agreement (excluding the Saturn Financing
      Arrangements (defined below)), (d) indebtedness in an aggregate principal
      amount not exceeding $250,000,000 incurred from the date of the Commitment
      Letter through the date of execution and delivery of the credit agreement
      for the Bridge Loan Facility and (e) certain foreign, ordinary course and
      other indebtedness to be agreed).  For the purpose of the
      foregoing, incurrence of indebtedness by the Credit Group shall include
      incurrence of indebtedness by Saturn pursuant to the Financing
      Arrangements at the request of the Company as contemplated by Section
      5.1(xii) of the Merger Agreement (other than indebtedness in respect of
      the Credit Facilities) (the “Saturn Financing
      Arrangements”).

            


    

     

    
      	
              Security:

            	
              The
      Bridge Loan Facility and the Guarantee will be
  unsecured.

            


    

     

    
      	
              Representations
      and

              Warranties:

            	
               

              The
      Bridge Loan Documents will contain only the following representations and
      warranties (consistent, to the extent contained therein, with those
      contained in the Existing Credit Facility) by the Credit Parties (with
      respect to the Credit Group, with materiality or material adverse effect
      qualifiers determined for the Credit Group taken as a
    whole):

            


    

     

    
      	
               
      

            	
              1.

            	
              Due
      organization; requisite power and
authority;

            


    

     

    
      	
               
      

            	
              2.

            	
              Due
      authorization, execution, delivery and enforceability of the Bridge Loan
      Documents;

            


    

     

    
      	
               
      

            	
              3.

            	
              No
      material conflicts;

            


    

     

    
      	
               
      

            	
              4.

            	
              Governmental
      consents;

            


    

     

    
      	
               
      

            	
              5.

            	
              Financial
      Statements; no Material Adverse Change (as defined in the Commitment
      Letter) as of the Closing Date;

            


    

     

    
      	
               
      

            	
              6.

            	
              Absence
      of material litigation and
investigations;

            


    

     

    
      	
               
      

            	
              7.

            	
              Investment
      Company Act and margin stock
matters;

            


    

     

    
      	
               
      

            	
              8.

            	
              Compliance
      with laws;

            


    

     

    
      	
               
      

            	
              9.

            	
              No
      Event of Default;

            


    

     

    
      	
               
      

            	
              10.

            	
              Ownership
      of patents and other intellectual
property;

            


    

     

    
      	
               
      

            	
              11.

            	
              Payment
      of taxes;

            


    

     

    
      	
               
      

            	
              12.

            	
              ERISA
      Events; and

            


    

     

    
      	
               
      

            	
              13.

            	
              Use
      of Proceeds.

            


    

     

    
      	
              Covenants:

            	
              The
      Bridge Loan Documents will contain only the following financial,
      affirmative and negative covenants applicable to the Credit Group (which
      (a) to the extent also included in the Incremental Facility, shall be
      consistent therewith and (b) otherwise, shall be customary for financings
      of this type giving due regard to current market conditions and applicable
      credit ratings), subject to appropriate exceptions, “baskets” and
      materiality qualifiers, including those specifically enumerated
      below:

            


    

     

    
      	
              -
      financial covenant:

            	
              Total
      debt to capitalization ratio for the Credit Group (calculated on the same
      basis as in the Existing Credit Facility) not to exceed 60% as of the end
      of any fiscal quarter.

            


    

     

    
      	
              -
      affirmative covenants:

            	
              the
      following affirmative covenants:

            


    

     

    
      	
               
      

            	
              1.

            	
              Delivery
      of financial statements and
reports;

            


    

     

    
      	
               
      

            	
              2.

            	
              Notice
      of material events;

            


    

     

    
      	
               
      

            	
              3.

            	
              Maintenance
      of existence and conduct of
business;

            


    

     

    
      	
               
      

            	
              4.

            	
              Payment
      of tax liabilities;

            


    

     

    
      	
               
      

            	
              5.

            	
              Maintenance
      of properties;

            


    

     

    
      	
               
      

            	
              6.

            	
              Maintenance
      of insurance;

            


    

     

    
      	
               
      

            	
              7.

            	
              Maintenance
      of books and records;

            


    

     

    
      	
               
      

            	
              8.

            	
              Visitation
      rights;

            


    

     

    
      	
               
      

            	
              9.

            	
              Compliance
      with laws;

            


    

     

    
      	
               
      

            	
              10.

            	
              Maintenance
      of corporate credit ratings; and

            


    

     

    
      	
               
      

            	
              11.

            	
              Use
      of proceeds.

            


    

     

    
      	
              -
      negative covenants:

            	
              the
      following negative covenants:

            


    

     

    
      	
               
      

            	
              1.

            	
              Limitations
      with respect to non-Guarantor
indebtedness;

            


    

     

    
      	
               
      

            	
              2.

            	
              Limitations
      with respect to liens;

            


    

     

    
      	
               
      

            	
              3.

            	
              Limitations
      on dividends and share repurchases (except that Saturn may pay ordinary
      cash dividends economically equivalent (on a per share basis, giving
      effect to the Merger) to the ordinary cash dividends historically paid by
      the Company prior to the Closing
Date);

            


    

     

    
      	
               
      

            	
              4.

            	
              Restrictions
      on subsidiary distributions and negative
  pledges;

            


    

     

    
      	
               
      

            	
              5.

            	
              Restrictions
      on investments (except that Saturn may make permitted acquisitions in an
      aggregate amount not to exceed $3,000,000,000, of which not more than
      $1,250,000,000 may be with respect to the acquisition of domestic
      subsidiaries and/or businesses);

            


    

     

    
      	
               
      

            	
              6.

            	
              Restrictions
      on transactions with affiliates;
and

            


    

     

    
      	
               
      

            	
              7.

            	
              Restrictions
      on mergers and other fundamental changes of the Borrower and the Guarantor
      consistent with the Incremental
Facility.

            


    

     

    
      	
              Events
      of Default:

            	
              The
      Bridge Loan Documents will include only the following events of default
      (subject to appropriate grace periods and materiality qualifiers to be
      agreed) consistent with those in the Incremental Facility: failure to make
      payments when due, defaults under other agreements or instruments of
      indebtedness, noncompliance with covenants, breaches of representations
      and warranties, bankruptcy, judgments in excess of specified amounts,
      ERISA, invalidity of the Guarantee and “change of
  control”.

            


    

     

    
      	
              Conditions
      Precedent:

            	
              Availability
      of the Bridge Loan Facility shall be conditioned upon the satisfaction of
      the conditions set forth in the ninth paragraph of the Commitment Letter
      and on Exhibit E.  In addition, the borrowing under the Bridge
      Loan Facility will be subject to requirements relating to prior written
      notice of borrowing, the accuracy of representations and warranties on the
      Closing Date and the absence of any default or event of default on the
      Closing Date.

            


    

     

    
      	
              Assignments
      and
Participations:

            	
               

              The
      Bridge Loan Lenders shall be permitted to assign all or a portion of their
      Bridge Loans and Bridge Loan Commitments with the consent, not to be
      unreasonably withheld, of (a) the Borrower, unless (i) the assignee is a
      Bridge Loan Lender, an affiliate of a Bridge Loan Lender or an approved
      fund or (ii) an event of default has occurred and is continuing and (b)
      the Administrative Agent.  In the case of partial assignments
      (other than to another Bridge Loan Lender, an affiliate of a Bridge Loan
      Lender or an approved fund), the minimum assignment amount shall be
      $10,000,000 (or integral multiple of $1,000,000 in excess thereof), in
      each case unless otherwise agreed by the Borrower and the Administrative
      Agent.  The Administrative Agent shall receive a processing and
      recordation fee of $3,500 in connection with all
      assignments.  The Bridge Loan Lenders shall also be permitted to
      sell participations in their Bridge Loans.  Participants shall
      have the same benefits as the selling Bridge Loan Lenders with respect to
      yield protection and increased cost provisions subject to customary
      limitations.  Voting rights of participants shall be subject to
      customary limitations.

            


    

     

    
      	
              Requisite
      Bridge Loan Lenders:

            	
              Amendments
      and waivers with respect to the Bridge Loan Documents shall require the
      approval of Bridge Loan Lenders holding more than 50% of the aggregate
      amount of the Bridge Loan Commitments (or, if the Funding Date shall have
      occurred, the Bridge Loans) except that (a) the consent of each Bridge
      Loan Lender directly affected thereby shall be required with respect to
      (i) reductions in the amount or extensions of the final maturity of any
      Bridge Loan, (ii) reductions in the rate of interest or any fee or
      extensions of any due date thereof and (iii) increases in the amount or
      extensions of the expiry date of any Bridge Loan Lender’s Bridge Loan
      Commitment and (b) the consent of 100% of the Bridge Loan Lenders shall be
      required with respect to (i) reductions of any of the voting percentages
      or modifications to amendment or pro rata sharing provisions and (ii) any
      release of the Guarantee.

            


    

     

    
      	
               
      

            	
              The
      Bridge Loan Documents shall contain customary provisions for replacing
      non-consenting Lenders in connection with amendments and waivers requiring
      the consent of all relevant Lenders or of all relevant Lenders directly
      affected thereby so long as relevant Lenders holding at least 50% of the
      aggregate amount of the loans and commitments under the Bridge Loan
      Documents have consented thereto.

            


    

     

    
      	
               
      

            	
              The
      Bridge Loan Documents shall contain customary provisions relating to
      “defaulting” Lenders (including provisions relating to the suspension of
      the voting rights, rights to receive facility fees, and the termination or
      assignment of commitments of such
Lenders).

            


    

     

    
      	
              Taxes:

            	
              The
      Bridge Loan Facility will provide that all payments are to 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. Bridge Loan Lenders will furnish to the Administrative Agent
      appropriate certificates or other evidence of exemption from U.S. federal
      tax withholding.

            


    

     

    
      	
              Indemnity:

            	
              The
      Bridge Loan Facility will provide customary and appropriate provisions
      relating to indemnity and related matters in a form reasonably
      satisfactory to the Lead Arranger, the Administrative Agent and the Bridge
      Loan Lenders.

            


    

     

    
      	
              Governing
      Law and

              Jurisdiction:

            	
              The
      Bridge Loan Facility will provide that the Borrower, the Guarantor, the
      Administrative Agent and the Bridge Loan Lenders 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 Bridge Loan
Documents.

            


    

     

    
      
        	
                
                  Counsel
      to Joint Lead

                  Arrangers
      and
Administrative
      Agent:

                

              	
                 

                 

                Davis
      Polk & Wardwell.

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
C

    ANNEX
A

     

    Interest
Rate and Fees

     

    
      	
              Interest
      Rate Options:

            	
              The
      Borrower may elect that the Bridge Loans comprising each borrowing bear
      interest at a rate per annum equal to (a) the Base Rate plus the
      Applicable Margin or (b) the Eurodollar Rate plus the Applicable
      Margin.

            


    

     

    
      	
               
      

            	
              As
      used herein:

            


    

     

    
      	
               
      

            	
              “Applicable
      Margin” has the meaning set forth in Annex
  A-1.

            


    

     

    
      	
               
      

            	
              “Base Rate”
      means the highest of (i) the rate of interest publicly announced by
      JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal
      office in New York City (the “Prime Rate”),
      (ii) the federal funds effective rate from time to time plus 0.5% and
      (iii) the one month adjusted London interbank offered rate plus
      1%.

            


    

     

    
      	
               
      

            	
              “Eurodollar
      Rate” means the rate (adjusted for any statutory reserve
      requirements for eurocurrency liabilities) for eurodollar deposits having
      a maturity closest to the applicable interest period appearing on Page
      3750 of the Telerate screen.

            


    

     

    
      	
              Interest
      Payment Dates:

            	
              In
      the case of Bridge Loans bearing interest based upon the Base Rate (“Base Rate Bridge
      Loans”), quarterly in
arrears.

            


    

     

    
      	
               
      

            	
              In
      the case of Bridge Loans bearing interest based upon the Eurodollar Rate
      (“Eurodollar
      Bridge Loans”) on the last day of each relevant interest period
      (which will be one, two, three or six months) and, in the case of any
      interest period longer than three months, on each successive date three
      months after the first day of such interest
  period.

            


    

     

    
      	
              Fees:

            	
              The
      Borrower shall pay duration fees as described in Annex
  A-1.

            


    

     

    
      	
              Default
      Rate:

            	
              At
      any time when the Borrower is in default in the payment of any amount of
      principal due under the Bridge Loan Facility, the overdue amount shall
      bear interest at 2% above the rate otherwise applicable
      thereto.  Overdue interest, fees and other amounts shall bear
      interest at 2% above the rate applicable to Base Rate Bridge
      Loans.

            


    

     

    
      	
              Rate
      and Fee Basis:

            	
              All
      per annum rates shall be calculated on the basis of a year of 360 days (or
      365/366 days, in the case of Base Rate Bridge Loans the interest rate
      payable on which is then based on the Prime Rate) for actual days
      elapsed.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

    ANNEX
A-1

    
       

      1.  Applicable
Margin

    

    
       

    

    “Applicable Margin”
means, as of any date of determination during any period set forth below, the
percentage per annum set forth below under the applicable type of loan opposite
the Credit Ratings (as defined below) in effect at the time.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	 	
                                                                      Level
      I

                                                                    	
                                                                      Level
      II

                                                                    	
                                                                      Level
      III

                                                                    	
                                                                      Level
      IV

                                                                    	
                                                                      Level
      V

                                                                    
	 Credit
      Ratings	
                                                                      AA+/Aa1
      or higher

                                                                    	
                                                                      AA/Aa2

                                                                    	
                                                                      AA-/Aa3

                                                                    	
                                                                      A+/A1

                                                                    	
                                                                      A/A2
      or lower

                                                                    
	 
      	
                                                                      Eurodollar
      Rate

                                                                    	
                                                                      Base

                                                                      Rate

                                                                    	
                                                                      Eurodollar
      Rate

                                                                    	
                                                                      Base

                                                                      Rate

                                                                    	
                                                                      Eurodollar
      Rate

                                                                    	
                                                                      Base

                                                                      Rate

                                                                    	
                                                                      Eurodollar
      Rate

                                                                    	
                                                                      Base

                                                                      Rate

                                                                    	
                                                                      Eurodollar
      Rate

                                                                    	
                                                                      Base

                                                                      Rate

                                                                    
	
                                                                      Funding
      Date until 3-month anniversary thereof

                                                                    	
                                                                      2.25%

                                                                    	
                                                                      1.25%

                                                                    	
                                                                      2.50%

                                                                    	
                                                                      1.50%

                                                                    	
                                                                      2.75%

                                                                    	
                                                                      1.75%

                                                                    	
                                                                      3.00%

                                                                    	
                                                                      2.00%

                                                                    	
                                                                      3.25%

                                                                    	
                                                                      2.25%

                                                                    
	
                                                                      3-month
      anniversary of Funding Date until 6-month anniversary
    thereof

                                                                    	
                                                                      2.75%

                                                                    	
                                                                      1.75%

                                                                    	
                                                                      3.00%

                                                                    	
                                                                      2.00%

                                                                    	
                                                                      3.25%

                                                                    	
                                                                      2.25%

                                                                    	
                                                                      3.50%

                                                                    	
                                                                      2.50%

                                                                    	
                                                                      3.75%

                                                                    	
                                                                      2.75%

                                                                    
	
                                                                      6-month
      anniversary of Funding Date until 9-month anniversary
    thereof

                                                                    	
                                                                      3.25%

                                                                    	
                                                                      2.25%

                                                                    	
                                                                      3.50%

                                                                    	
                                                                      2.50%

                                                                    	
                                                                      3.75%

                                                                    	
                                                                      2.75%

                                                                    	
                                                                      4.00%

                                                                    	
                                                                      3.00%

                                                                    	
                                                                      4.25%

                                                                    	
                                                                      3.25%

                                                                    
	
                                                                      9-month
      anniversary of Funding Date until 12-month anniversary
    thereof

                                                                    	
                                                                      3.75%

                                                                    	
                                                                      2.75%

                                                                    	
                                                                      4.00%

                                                                    	
                                                                      3.00%

                                                                    	
                                                                      4.25%

                                                                    	
                                                                      3.25%

                                                                    	
                                                                      4.50%

                                                                    	
                                                                      3.50%

                                                                    	
                                                                      4.75%

                                                                    	
                                                                      3.75%

                                                                    


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    For
purposes of determining the Applicable Margin, the applicable Credit Rating from
one of S&P and Moody’s will be required to qualify for the applicable Level
set forth above; provided that if the higher
applicable Credit Rating is more than one Level higher than the other Credit
Rating, the Applicable Margin shall be the Level below the Level corresponding
to such higher Credit Rating.

     

    “Credit Ratings” means
(a) the senior unsecured debt credit rating of the Borrower from Moody’s and (b)
the long term issuer credit rating of the Borrower from S&P.

     

    2.
Undrawn Commitment Fee

     

    The
Borrower shall pay a fee (the “Undrawn Commitment
Fee”) quarterly in arrears calculated on a per annum basis, for the
ratable benefit of each Bridge Loan Lender from the date of execution and
delivery of the Bridge Loan Facility to the Bridge Loan Maturity Date on the
unused Bridge Loan Commitments as set forth below.

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              Level
      I

                            	
                              Level
      II

                            	
                              Level
      III

                            	
                              Level
      IV

                            	
                              Level
      V

                            
	
                              Credit
      Ratings

                            	
                              AA+/Aa1
      or higher

                            	
                              AA/Aa2

                            	
                              AA-/Aa3

                            	
                              A+/A1

                            	
                              A/A2
      or lower

                            
	
                              Facility
      Fee

                            	
                              0.25%

                            	
                              0.30%

                            	
                              0.375%

                            	
                              0.50%

                            	
                              0.50%

                            


                    

                  

                

              

            

          

        

      

    

     

    For
purposes of determining the Undrawn Commitment  Fee, the applicable
Credit Rating from one of S&P and Moody’s will be required to qualify for
the applicable Level set forth above; provided that if the higher
applicable Credit Rating is more than one Level higher than the other Credit
Rating, the Undrawn Commitment Fee shall be the Level below the Level
corresponding to such higher Credit Rating.

     

    3.  Duration
Fee

     

    The
Borrower shall pay a fee (the “Duration Fee”) for
the ratable benefit of each Bridge Loan Lender, on the dates set forth below,
equal to the percentage (the “Applicable Duration Fee
Percentage”) of the aggregate outstanding principal amount of Bridge
Loans on such date set forth below:

     

    
      
        
          
            
              
                	
                        Outstanding
      Principal Amount

                      	
                        90
      Days after the Funding Date

                      	
                        180
      Days after the Funding Date

                      	
                        270
      days after the Funding Date

                      
	
                        Duration
      Fee

                      	
                        0.75%

                      	
                        1.25%

                      	
                        1.75%

                      


              

            

          

        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
D

     

    PROJECT
SOLAR

     

    Summary
of the Asset Sale Facility

     

    Set forth below is a summary of the
material terms and conditions for the Asset Sale
Facility.  Capitalized terms used but not defined herein shall have
the meanings set forth in the introductory paragraph of Exhibit A.

     

    
      	
              Borrower:

            	
              Either
      the Company or Saturn, as agreed between the Borrower and the Lead
      Arranger (the “Borrower”).

            


    

     

    
      	
              Guarantor:

            	
              Whichever
      of the Company and Saturn is not the Borrower (the “Guarantor” and
      together with the Borrower, the “Credit
      Parties”) will guarantee (the “Guarantee”) the
      obligations of the Borrower under the Asset Sale Facility.  In
      addition, (x) the Borrower may designate, in its sole discretion,
      additional subsidiaries that will guarantee the obligations of the
      Borrower under the Asset Sale Facility by acceding to the Guarantee and
      (y) each guarantor of any other Credit Facility and of the Notes shall
      guarantee the Asset Sale Facility.

            


    

     

    
      	
              Credit
      Group:

            	
              “Credit Group”
      shall mean (a) prior to the Closing Date, the Company and its subsidiaries
      and (b) on and after the Closing Date, the Credit Parties and their
      respective subsidiaries (after giving effect to the
    Merger).

            


    

     

    
      	
              Purpose/Use
      of Proceeds:

            	
              The
      proceeds of the Asset Sale Facility may be used for general corporate
      purposes, including, without limitation, to fund in part the Transactions
      (including paying Transaction expenses in connection with the Merger) and
      backstop Permitted CP.

            


    

     

    
      	
              Sole
      Lead Arranger

              and
      Sole Bookrunner:

            	
               

              J.P.Morgan
      Securities Inc. (in such capacity, the “Lead
      Arranger”).

            


    

     

    
      	
              Administrative
      Agent:

            	
              JPMorgan
      Chase Bank, N.A. (in such capacity, the “Administrative
      Agent”).

            


    

     

    
      	
              Asset
      Sale Facility Lenders:

            	
              A
      syndicate of banks, financial institutions and other entities, including
      JPMorgan Chase Bank, N.A., selected by the Lead Arranger in accordance
      with the Commitment Letter (each, an “Asset Sale Facility
      Lender” and, collectively, the “Asset Sale Facility
      Lenders”).

            


    

     

    
      	
              Amount
      of Asset Sale Facility:

            	
              Up
      to $3.0 billion 364-day unsecured revolving bridge facility (the “Asset Sale
      Facility”; the commitments thereunder, the “Asset Sale Facility
      Commitments”; loans thereunder, the “Asset Sale Facility
      Loans”) subject to reductions as set forth under the heading
      “Mandatory Prepayments and Commitment
  Reductions”.

            


    

     

    
      	
              Closing
      Date:

            	
              The
      date, on or before the Outside Closing Date, on which the Merger shall be
      consummated; provided that all of
      the conditions precedent set forth under the heading “Conditions
      Precedent” have been satisfied (the “Closing
      Date”).

            


    

     

    
      	
              Availability:

            	
              Amounts
      available under the Asset Sale Facility may be borrowed, repaid and
      reborrowed on and after the Closing Date until the Asset Sale Facility
      Maturity Date (as defined below); provided that all of
      the applicable conditions precedent set forth under the heading
      “Conditions Precedent to the Closing Date” shall have been satisfied on
      the Closing Date and “Conditions Precedent to Extensions of Credit” have
      been satisfied on the date of any
borrowing.

            


    

     

    
      	
              Maturity:

            	
              The
      Asset Sale Facility will mature, and any outstanding Asset Sale Facility
      Commitments will terminate, 364 days after the Closing Date (the “Asset Sale Facility
      Maturity Date”).

            


    

     

    
      	
              Amortization:

            	
              No
      amortization will be required with respect to the Asset Sale
      Facility.

            


    

     

    
      	
              Interest
      Rate and Fees:

            	
              As
      set forth on Annex A hereto.

            


    

     

    
      	
              Yield
      Protection:

            	
              Customary
      for credit facilities of this type, including breakage costs, gross-up for
      withholding, compensation for increased costs and compliance with capital
      adequacy and other regulatory
restrictions.

            


    

     

    
      	
              Voluntary
      Prepayments and

              Commitment
      Reductions:

            	
               

              The
      Asset Sale Facility Loans may be prepaid and unused Asset Sale Facility
      Commitments may be reduced at any time in whole or in part at the election
      of the Borrower without premium or penalty; provided that Asset
      Sale Facility Loans bearing interest with reference to the Eurodollar Rate
      (as defined in Annex A) will be prepayable only on the last day of the
      related interest period unless the Borrower pays any related breakage
      costs.

            


    

     

    
      	
              Mandatory
      Prepayments and
Commitment Reductions:

            	
               

              The
      following mandatory commitment reductions will be required under the Asset
      Sale Facility (subject to certain exceptions and basket amounts to be
      negotiated in the applicable definitive loan documents for the Asset Sale
      Facility (the “Asset Sale Facility
      Loan Documents”)):

            


    

     

    
      	
               
      

            	
              1.

            	
              Asset Sales:
      Reductions in commitments in an amount equal to 100% of the net cash
      proceeds of the sale or other disposition of any property or assets of the
      Credit Group (including the receipt of insurance and/or condemnation
      proceeds to the extent not used or committed to be used for the
      restoration or repair of assets giving rise to the receipt of such
      proceeds within 180 days thereof), subject to certain exceptions for sales
      in the ordinary course of business, certain foreign asset sales and other
      exceptions to be agreed, including an exception for up to $250,000,000 of
      net cash proceeds of asset sales consummated from the date of the
      Commitment Letter through the date of execution and delivery of the credit
      agreement for the Asset Sale
Facility.

            


    

     

    
      	
               
      

            	
              2.

            	
              Equity
      Offerings: Following payment in full of, and termination of the
      commitments under, the Bridge Loan Facility, reductions in commitments in
      an amount equal to 100% of the net cash proceeds received from the
      issuance of equity interests of the Credit Group (other than any issuance
      of equity interests constituting consideration for the Merger, the
      issuance of equity pursuant to employee stock plans and other similar
      arrangements to be agreed and other exceptions to be
    agreed).

            


    

     

    
      	
               
      

            	
              3.

            	
              Incurrence of
      Indebtedness: Following payment in full of, and termination of the
      commitments under, the Bridge Loan Facility, reductions in commitments in
      an amount equal to 50% of the net cash proceeds (to the extent in excess
      of $500,000,000 in the aggregate) received from the incurrence of
      indebtedness by the Credit Group (other than (a) borrowings under the
      Surviving Revolving Facilities, (b) Permitted CP, (c) prior to the Closing
      Date, indebtedness permitted to be incurred by Saturn pursuant to the
      Merger Agreement (excluding the Saturn Financing Arrangements (defined
      below)), (d) indebtedness in an aggregate principal amount not exceeding
      $250,000,000 incurred from the date of the Commitment Letter through the
      date of execution and delivery of the credit agreement for the Asset Sale
      Facility and (e) certain foreign, ordinary course and other indebtedness
      to be agreed).  For the purpose of the foregoing, incurrence of
      indebtedness by the Credit Group shall include incurrence of indebtedness
      by Saturn pursuant to the Financing Arrangements at the request of
      the Company as contemplated by Section 5.1(xii) of the Merger Agreement
      (other than indebtedness in respect of the Credit Facilities) (the “Saturn Financing
      Arrangements”).

            


    

     

    
      	
               
      

            	
              In
      the event that, following any reduction in commitment set forth above, the
      aggregate outstanding principal amount of the Asset Sale Facility Loans
      shall exceed the Asset Sale Facility Commitment, the Asset Sale Facility
      Loans shall be prepaid in an amount equal to such
  excess.

            


    

     

    
      	
              Security:

            	
              The
      Asset Sale Facility and the Guarantee will be
  unsecured.

            


    

     

    
      	
              Representations
      and

              Warranties:

            	
               

              The
      Asset Sale Facility Loan Documents will contain only the following
      representations and warranties (consistent, to the extent contained
      therein, with those contained in the Existing Credit Facility) by the
      Credit Parties (with respect to the Credit Group, with materiality or
      material adverse effect qualifiers determined for the Credit Group taken
      as a whole):

            


    

     

    
      	
               
      

            	
              1.

            	
              Due
      organization; requisite power and
authority;

            


    

     

    
      	
               
      

            	
              2.

            	
              Due
      authorization, execution, delivery and enforceability of the Asset Sale
      Facility Loan Documents;

            


    

     

    
      	
               
      

            	
              3.

            	
              No
      material conflicts;

            


    

     

    
      	
               
      

            	
              4.

            	
              Governmental
      consents;

            


    

     

    
      	
               
      

            	
              5.

            	
              Financial
      Statements; no Material Adverse Change (as defined in the Commitment
      Letter) as of the Closing Date;

            


    

     

    
      	
               
      

            	
              6.

            	
              Absence
      of material litigation and
investigations;

            


    

     

    
      	
               
      

            	
              7.

            	
              Investment
      Company Act and margin stock
matters;

            


    

     

    
      	
               
      

            	
              8.

            	
              Compliance
      with laws;

            


    

     

    
      	
               
      

            	
              9.

            	
              No
      Event of Default;

            


    

     

    
      	
               
      

            	
              10.

            	
              Ownership
      of patents and other intellectual
property;

            


    

     

    
      	
               
      

            	
              11.

            	
              Payment
      of taxes;

            


    

     

    
      	
               
      

            	
              12.

            	
              ERISA
      Events; and

            


    

     

    
      	
               
      

            	
              13.

            	
              Use
      of Proceeds.

            


    

     

    
      	
              Covenants:

            	
              The
      Asset Sale Facility Loan Documents will contain only the following
      financial, affirmative and negative covenants applicable to the Credit
      Group which shall (a) to the extent also included in the Incremental
      Facility, shall be consistent therewith and (b) otherwise, shall be
      customary for financings of this type giving due regard to current market
      conditions and applicable credit ratings, subject to appropriate
      exceptions, “baskets” and materiality qualifiers, including those
      specifically enumerated below:

            


    

     

    
      	
              -
      financial covenant:

            	
              Total
      debt to capitalization ratio for the Credit Group (calculated on the same
      basis as in the Existing Credit Facility) not to exceed 60% as of the end
      of any fiscal quarter.

            


    

     

    
      	
              -
      affirmative covenants:

            	
              the
      following affirmative covenants:

            


    

     

    
      	
               
      

            	
              1.

            	
              Delivery
      of financial statements and
reports;

            


    

     

    
      	
               
      

            	
              2.

            	
              Notice
      of material events;

            


    

     

    
      	
               
      

            	
              3.

            	
              Maintenance
      of existence and conduct of
business;

            


    

     

    
      	
               
      

            	
              4.

            	
              Payment
      of tax liabilities;

            


    

     

    
      	
               
      

            	
              5.

            	
              Maintenance
      of properties;

            


    

     

    
      	
               
      

            	
              6.

            	
              Maintenance
      of insurance;

            


    

     

    
      	
               
      

            	
              7.

            	
              Maintenance
      of books and records;

            


    

     

    
      	
               
      

            	
              8.

            	
              Visitation
      rights;

            


    

     

    
      	
               
      

            	
              9.

            	
              Compliance
      with laws;

            


    

     

    
      	
               
      

            	
              10.

            	
              Maintenance
      of corporate credit ratings; and

            


    

     

    
      	
               
      

            	
              11.

            	
              Use
      of proceeds.

            


    

     

    
      	
              -
      negative covenants:

            	
              the
      following negative covenants:

            


    

     

    
      	
               
      

            	
              1.

            	
              Limitations
      with respect to liens (baskets and exceptions to be consistent with the
      Existing Credit Facility); and

            


    

     

    
      	
               
      

            	
              2.

            	
              Restrictions
      on mergers and other fundamental changes of the Borrower and the Guarantor
      consistent with the Existing Credit
Facility.

            


    

     

    
      	
              Events
      of Default:

            	
              The
      Asset Sale Facility Loan Documents will include only the following events
      of default (subject to appropriate grace periods and materiality
      qualifiers to be agreed) consistent with those in the Incremental
      Facility: failure to make payments when due, defaults under other
      agreements or instruments of indebtedness, noncompliance with covenants,
      breaches of representations and warranties, bankruptcy, judgments in
      excess of specified amounts, ERISA, invalidity of the Guarantee and
      “change of control”.

            


    

     

    
      	
              Conditions
      Precedent
to the Closing Date:

            	
               

              Availability
      of the Asset Sale Facility on the Closing Date shall be conditioned upon
      the satisfaction of the conditions set forth in the ninth paragraph of the
      Commitment Letter and on Exhibit E.  In addition, availability
      of the Asset Sale Facility shall be subject to the accuracy of
      representations and warranties on the Closing Date and the absence of any
      default or event of default on the Closing
Date.

            


    

     

    
      	
              Conditions
      Precedent to
Extensions of Credit:

            	
               

              All
      borrowings under the Asset Sale Facility will be subject to requirements
      relating to prior written notice of borrowing and, except for any
      borrowing to be made on the Closing Date (as to which “Conditions
      Precedent to the Closing Date” above shall apply), the accuracy of
      representations and warranties (other than in respect of the absence of a
      material adverse change or material litigation) and the absence of any
      default or event of default.

            


    

     

    
      	
              Assignments
      and
Participations:

            	
               

              The
      Asset Sale Facility Lenders shall be permitted to assign all or a portion
      of their Asset Sale Facility Loans and Asset Sale Facility Commitments
      with the consent, not to be unreasonably withheld, of (a) the Borrower,
      unless (i) the assignee is a Asset Sale Facility Lender, an affiliate of a
      Asset Sale Facility Lender or an approved fund or (ii) an event of default
      has occurred and is continuing and (b) the Administrative
      Agent.  In the case of partial assignments (other than to
      another Asset Sale Facility Lender, an affiliate of a Asset Sale Facility
      Lender or an approved fund), the minimum assignment amount shall be
      $10,000,000 (or integral multiple of $1,000,000 in excess thereof), in
      each case unless otherwise agreed by the Borrower and the Administrative
      Agent.  The Administrative Agent shall receive a processing and
      recordation fee of $3,500 in connection with all
      assignments.  The Asset Sale Facility Lenders shall also be
      permitted to sell participations in their Asset Sale Facility
      Loans.  Participants shall have the same benefits as the selling
      Asset Sale Facility Lenders with respect to yield protection and increased
      cost provisions subject to customary limitations.  Voting rights
      of participants shall be subject to customary
  limitations.

            


    

     

    
      
      

    

    
      	
              
                Requisite
      Asset Sale Facility
Lenders:

            	
               

              Amendments
      and waivers with respect to the Asset Sale Facility Loan Documents shall
      require the approval of Asset Sale Facility Lenders holding more than 50%
      of the aggregate amount of the Asset Sale Facility Commitments (or, if the
      Closing Date shall have occurred, the Asset Sale Facility Loans) except
      that (a) the consent of each Asset Sale Facility Lender directly affected
      thereby shall be required with respect to (i) reductions in the amount or
      extensions of the final maturity of any Asset Sale Facility Loan, (ii)
      reductions in the rate of interest or any fee or extensions of any due
      date thereof and (iii) increases in the amount or extensions of the expiry
      date of any Asset Sale Facility Lender’s Asset Sale Facility Commitment
      and (b) the consent of 100% of the Asset Sale Facility Lenders shall be
      required with respect to (i) reductions of any of the voting percentages
      or modifications to amendment or pro rata sharing provisions and (ii) any
      release of the Guarantee.

            


    

     

    
      	
               
      

            	
              The
      Asset Sale Facility Loan Documents shall contain customary provisions for
      replacing non-consenting Lenders in connection with amendments and waivers
      requiring the consent of all relevant Lenders or of all relevant Lenders
      directly affected thereby so long as relevant Lenders holding at least 50%
      of the aggregate amount of the loans and commitments under the Asset Sale
      Facility Loan Documents have consented
thereto.

            


    

     

    
      	
               
      

            	
              The
      Asset Sale Facility Loan Documents shall contain customary provisions
      relating to “defaulting” Lenders (including provisions relating to the
      suspension of the voting rights, rights to receive facility fees, and the
      termination or assignment of commitments of such
  Lenders).

            


    

     

    
      	
              Taxes:

            	
              The
      Asset Sale Facility will provide that all payments are to 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. Asset Sale Facility Lenders will furnish to the Administrative
      Agent appropriate certificates or other evidence of exemption from U.S.
      federal tax withholding.

            


    

     

    
      	
              Indemnity:

            	
              The
      Asset Sale Facility will provide customary and appropriate provisions
      relating to indemnity and related matters in a form reasonably
      satisfactory to the Lead Arranger, the Administrative Agent and the Asset
      Sale Facility Lenders.

            


    

     

    
      	
              Governing
      Law and
Jurisdiction:

            	
               

              The
      Asset Sale Facility will provide that the Borrower, the Guarantor, the
      Administrative Agent and the Asset Sale Facility Lenders 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 Asset Sale Facility Loan
    Documents.

            


    

     

    
      
        	
                
                  Counsel
      to Lead

                  Arranger
      and
Administrative Agent:

                

              	
                 

                 

                Davis
      Polk & Wardwell.

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
D

    ANNEX
A

     

    Interest
Rate and Fees

     

    
      	
              Interest
      Rate Options:

            	
              The
      Borrower may elect that the Asset Sale Facility Loans comprising each
      borrowing bear interest at a rate per annum equal to (a) the Base Rate
      plus the Applicable Margin or (b) the Eurodollar Rate plus the Applicable
      Margin.

            


    

     

    
      	
               
      

            	
              As
      used herein:

            


    

     

    
      	
               
      

            	
              “Applicable
      Margin” has the meaning set forth in Annex
  A-1.

            


    

     

    
      	
               
      

            	
              “Base Rate”
      means the highest of (i) the rate of interest publicly announced by
      JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal
      office in New York City (the “Prime Rate”),
      (ii) the federal funds effective rate from time to time plus 0.5% and
      (iii) the one month adjusted London interbank offered rate plus
      1%.

            


    

     

    
      	
               
      

            	
              “Eurodollar
      Rate” means the rate (adjusted for any statutory reserve
      requirements for eurocurrency liabilities) for eurodollar deposits having
      a maturity closest to the applicable interest period appearing on Page
      3750 of the Telerate screen.

            


    

     

    
      	
              Interest
      Payment Dates:

            	
              In
      the case of Asset Sale Facility Loans bearing interest based upon the Base
      Rate (“Base Rate
      Asset Sale Facility Loans”), quarterly in
  arrears.

            


    

     

    
      	
               
      

            	
              In
      the case of Asset Sale Facility Loans bearing interest based upon the
      Eurodollar Rate (“Eurodollar Asset Sale
      Facility Loans”) on the last day of each relevant interest period
      (which will be one, two, three or six months) and, in the case of any
      interest period longer than three months, on each successive date three
      months after the first day of such interest
  period.

            


    

     

    
      	
              Fees:

            	
              The
      Borrower shall pay duration fees as described in Annex
  A-1.

            


    

     

    
      	
              Default
      Rate:

            	
              At
      any time when the Borrower is in default in the payment of any amount of
      principal due under the Asset Sale Facility, the overdue amount shall bear
      interest at 2% above the rate otherwise applicable
      thereto.  Overdue interest, fees and other amounts shall bear
      interest at 2% above the rate applicable to Base Rate Asset Sale Facility
      Loans.

            


    

     

    
      	
              Rate
      and Fee Basis:

            	
              All
      per annum rates shall be calculated on the basis of a year of 360 days (or
      365/366 days, in the case of Base Rate Asset Sale Facility Loans the
      interest rate payable on which is then based on the Prime Rate) for actual
      days elapsed.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
D

    ANNEX
A-1

     

    
      1.  Applicable
Margin

    

    
      
      

    

     

    “Applicable Margin”
means, as of any date of determination during any period set forth below, the
percentage per annum set forth below under the applicable type of loan opposite
the Credit Ratings (as defined below) in effect at the time.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	 	
                                                                      Level
      I

                                                                    	
                                                                      Level
      II

                                                                    	
                                                                      Level
      III

                                                                    	
                                                                      Level
      IV

                                                                    	
                                                                      Level
      V

                                                                    
	
                                                                      Credit
      Ratings

                                                                    	
                                                                      AA+/Aa1
      or higher

                                                                    	
                                                                      AA/Aa2

                                                                    	
                                                                      AA-/Aa3

                                                                    	
                                                                      A+/A1

                                                                    	
                                                                      A/A2
      or lower

                                                                    
	 
      	
                                                                      Eurodollar
      
Rate

                                                                    	
                                                                      Base

                                                                      Rate

                                                                    	
                                                                      Eurodollar
      
Rate

                                                                    	
                                                                      Base

                                                                      Rate

                                                                    	
                                                                      Eurodollar
      
Rate

                                                                    	
                                                                      Base

                                                                      Rate

                                                                    	
                                                                      Eurodollar
      
Rate

                                                                    	
                                                                      Base

                                                                      Rate

                                                                    	
                                                                      Eurodollar
      
Rate

                                                                    	
                                                                      Base

                                                                      Rate

                                                                    
	
                                                                      Closing
      Date until 3-month anniversary thereof

                                                                    	
                                                                      2.00%

                                                                    	
                                                                      1.00%

                                                                    	
                                                                      2.20%

                                                                    	
                                                                      1.20%

                                                                    	
                                                                      2.375%

                                                                    	
                                                                      1.375%

                                                                    	
                                                                      2.50%

                                                                    	
                                                                      1.50%

                                                                    	
                                                                      2.75%

                                                                    	
                                                                      1.75%

                                                                    
	
                                                                      3-month
      anniversary of Closing Date until 6-month anniversary
    thereof

                                                                    	
                                                                      2.50%

                                                                    	
                                                                      1.50%

                                                                    	
                                                                      2.70%

                                                                    	
                                                                      1.70%

                                                                    	
                                                                      2.875%

                                                                    	
                                                                      1.875%

                                                                    	
                                                                      3.00%

                                                                    	
                                                                      2.00%

                                                                    	
                                                                      3.25%

                                                                    	
                                                                      2.25%

                                                                    
	
                                                                      6-month
      anniversary of Closing Date until 9-month anniversary
    thereof

                                                                    	
                                                                      3.00%

                                                                    	
                                                                      2.00%

                                                                    	
                                                                      3.20%

                                                                    	
                                                                      2.20%

                                                                    	
                                                                      3.375%

                                                                    	
                                                                      2.375%

                                                                    	
                                                                      3.50%

                                                                    	
                                                                      2.50%

                                                                    	
                                                                      3.75%

                                                                    	
                                                                      2.75%

                                                                    
	
                                                                      9-month
      anniversary of Closing Date until 12-month anniversary
    thereof

                                                                    	
                                                                      3.50%

                                                                    	
                                                                      2.50%

                                                                    	
                                                                      3.70%

                                                                    	
                                                                      2.70%

                                                                    	
                                                                      3.875%

                                                                    	
                                                                      2.875%

                                                                    	
                                                                      4.00%

                                                                    	
                                                                      3.00%

                                                                    	
                                                                      4.25%

                                                                    	
                                                                      3.25%

                                                                    


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    For
purposes of determining the Applicable Margin, the applicable Credit Rating from
one of S&P and Moody’s will be required to qualify for the applicable Level
set forth above; provided that if the higher
applicable Credit Rating is more than one Level higher than the other Credit
Rating, the Applicable Margin shall be the Level below the Level corresponding
to such higher Credit Rating.  Following repayment in full of the
Bridge Loan Facility, the Applicable Margin for the Asset Sale Facility will be
the percentage per annum set forth above for the Closing Date under the
applicable type of Asset Sale Facility Loan opposite the Credit Rating in effect
at the time.

     

    “Credit Ratings” means
(a) the senior unsecured debt credit rating of the Borrower from Moody’s and (b)
the long term issuer credit rating of the Borrower from S&P.

     

    2.
Facility Fee

     

    The
Borrower shall pay a fee (the “Facility Fee”)
quarterly in arrears calculated on a per annum basis, for the ratable benefit of
each Asset Sale Facility Lender from the date of execution and delivery of the
Asset Sale Facility to the Asset Sale Facility Maturity Date on the aggregate
amount of the Asset Sale Facility Commitments (whether used or unused) as set
forth below.

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              Level
      I

                            	
                              Level
      II

                            	
                              Level
      III

                            	
                              Level
      IV

                            	
                              Level
      V

                            
	
                              Credit
      Ratings

                            	
                              AA+/Aa1
      or higher

                            	
                              AA/Aa2

                            	
                              AA-/Aa3

                            	
                              A+/A1

                            	
                              A/A2
      or lower

                            
	
                              Facility
      Fee

                            	
                              0.25%

                            	
                              0.30%

                            	
                              0.375%

                            	
                              0.50%

                            	
                              0.50%

                            


                    

                  

                

              

            

          

        

      

    

     

    For
purposes of determining the Facility Fee, the applicable Credit Rating from one
of S&P and Moody’s will be required to qualify for the applicable Level set
forth above; provided
that if the higher applicable Credit Rating is more than one Level higher than
the other Credit Rating, the Facility Fee shall be the Level below the Level
corresponding to such higher Credit Rating.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
E

    


    PROJECT
SOLAR

    Conditions
to Closing

     

    The
availability of the Credit Facilities, in addition to the conditions expressly
set forth in Exhibits A, B, C and D and in the ninth paragraph of the
Commitment Letter, shall be subject to the satisfaction of the following
conditions.  Capitalized terms used but not defined herein have the
meanings given in said Exhibits and Commitment Letter.

     

    1.           The
Borrower and the Guarantor shall have executed and delivered definitive
documentation with respect to the Amendment or the Replacement Revolving
Facility (as applicable), the Bridge Loan Facility, the Asset Sale Facility and
the Incremental Facility, in each case consistent with the terms set forth in
Exhibit A, B, C, D and E.

     

    2.           The
Merger shall be consummated substantially concurrently with the initial funding
of the Credit Facilities in accordance with the terms of the Merger Agreement in
the form delivered to the Lead Arranger prior to execution of the Commitment
Letter (and no provision or condition thereof shall have been waived, amended,
supplemented or otherwise modified in any respect materially adverse to the
Company, the Lenders or the Lead Arranger without the Lead Arranger’s prior
consent, not to be unreasonably withheld).

     

    3.           The
Lenders, the Administrative Agent and the Lead Arranger shall have received all
fees and invoiced expenses required to be paid on or before the Closing
Date.

     

    4.           The
Administrative Agent shall have received a certificate from the chief financial
officer of the Company certifying that the ratio of total debt to capitalization
of the Credit Group (calculated on the same basis as in the Existing Credit
Facility but giving pro forma effect to the Transactions) as of the last day of
the fiscal quarter most recently ended at least 45 days prior to the Closing
Date shall not exceed 60%.

     

    5.           The
Administrative Agent shall have received such legal opinions, certificates,
documents and other instruments as are customary for transactions of this type
as it may reasonably request.