CONNECTION HEREWITH AND THE EVALUATION AND CONSUMMATION OF FINANCINGS AND
TRANSACTIONS CONTEMPLATED HEREBY.
FURTHER, WE SHALL BE PERMITTED TO USE
INFORMATION RELATED TO THE SYNDICATION AND ARRANGEMENT OF THE CREDIT FACILITIES
IN CONNECTION WITH MARKETING, PRESS RELEASES OR OTHER TRANSACTIONAL
ANNOUNCEMENTS OR UPDATES PROVIDED TO INVESTOR OR TRADE PUBLICATIONS, SUBJECT TO
CONFIDENTIALITY OBLIGATIONS OR DISCLOSURE RESTRICTIONS REASONABLY REQUESTED BY
YOU.
FURTHERMORE, WE HEREBY NOTIFY YOU THAT PURSUANT TO THE REQUIREMENTS OF THE
USA PATRIOT ACT, TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001)
(THE "PATRIOT ACT"), EACH OF US IS REQUIRED TO OBTAIN, VERIFY AND RECORD
INFORMATION THAT IDENTIFIES YOU IN ACCORDANCE WITH THE PATRIOT ACT.
9.
TERMINATION.
EACH OF OUR SEVERAL COMMITMENTS HEREUNDER IS BASED
UPON THE ACCURACY AND COMPLETENESS OF THE FINANCIAL AND OTHER INFORMATION
REGARDING THE COMPANY, TARGET AND YOUR AND TARGET'S RESPECTIVE SUBSIDIARIES AND
THE TRANSACTIONS PREVIOUSLY PROVIDED TO US.
IN THE EVENT THAT (A) BY MEANS OF
CONTINUING REVIEW OR OTHERWISE WE BECOME AWARE OF OR DISCOVER NEW INFORMATION OR
DEVELOPMENTS CONCERNING CONDITIONS OR EVENTS PREVIOUSLY DISCLOSED TO US THAT IS
INCONSISTENT IN ANY MATERIAL ADVERSE RESPECT WITH THE PROJECTIONS OR THE
INFORMATION PROVIDED TO US PRIOR TO THE DATE HEREOF, OR IF ANY CONDITION, FACT,
EVENT OR DEVELOPMENT SHALL HAVE OCCURRED OR BECOME KNOWN THAT IN THE LEAD
ARRANGER'S JUDGMENT HAS RESULTED IN OR COULD REASONABLY BE EXPECTED TO HAVE OR
RESULT IN A MATERIAL ADVERSE CHANGE OR (B) THE MERGER AGREEMENT IS TERMINATED OR
EXPIRES OR THE EFFORT TO ACQUIRE TARGET IS ABANDONED, THIS COMMITMENT LETTER AND
OUR COMMITMENTS HEREUNDER SHALL TERMINATE.
IN ADDITION, EACH OF OUR COMMITMENTS
HEREUNDER SHALL TERMINATE IN ITS ENTIRETY UPON THE EARLIER OF (I) MAY 1, 2005,
IF THE CREDIT DOCUMENTS HAVE NOT BEEN EXECUTED AND DELIVERED BY THE COMPANY AND
THE LENDERS BY SUCH DATE, UNLESS THE CREDIT DOCUMENTS HAVE NOT BEEN EXECUTED AND
DELIVERED BY SUCH DATE DUE SOLELY TO A DELAY IN OBTAINING THE REQUISITE
APPROVALS FOR CONSUMMATION OF THE ACQUISITION UNDER THE HART-SCOTT-RODINO
ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED, OR CLEARANCE BY THE SEC OF
TARGET'S PROXY STATEMENT WITH RESPECT TO THE MERGER AS CONTEMPLATED BY THE
PROVISIONS OF THE MERGER AGREEMENT, IN WHICH CASE, JUNE 30, 2005, AND (II) THE
INITIAL FUNDING UNDER THE CREDIT DOCUMENTS.
NOTWITHSTANDING THE FOREGOING, THE
PROVISIONS OF SECTIONS 3, 5, 6, 7, 8, 11, 12 AND 14 HEREOF SHALL SURVIVE ANY
TERMINATION PURSUANT TO THIS SECTION 9.
10.
ASSIGNMENT; ETC.
THIS COMMITMENT LETTER AND EACH OF OUR
COMMITMENTS HEREUNDER SHALL NOT BE ASSIGNABLE BY ANY PARTY HERETO (OTHER THAN BY
EACH OF US TO OUR RESPECTIVE AFFILIATES) WITHOUT THE PRIOR WRITTEN CONSENT OF
THE OTHER PARTIES HERETO (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD, DELAYED
OR CONDITIONED), AND ANY ATTEMPTED ASSIGNMENT SHALL BE VOID AND OF NO EFFECT;
PROVIDED, HOWEVER, THAT NOTHING CONTAINED IN THIS SECTION 10 SHALL PROHIBIT US
(IN OUR SOLE DISCRETION) FROM PERFORMING ANY OF OUR DUTIES HEREUNDER THROUGH ANY
OF OUR BRANCHES OR AFFILIATES, AND YOU WILL OWE ANY