which GSCP, in its reasonable judgment,
deems material and adverse relative to the information or other matters
disclosed to us prior to the date hereof.
2.
FEES AND EXPENSES.
THE FEES FOR THESE SERVICES ARE SET FORTH
IN A SEPARATE LETTER (THE "FEE LETTER"), DATED AS OF THE DATE HEREOF, ENTERED
INTO BY THE LENDERS AND THE COMPANY.
IN ADDITION, PURSUANT TO AN ENGAGEMENT
LETTER (THE "ENGAGEMENT LETTER"), DATED AS OF THE DATE HEREOF, BETWEEN THE
COMPANY AND GOLDMAN, SACHS & CO. ("GOLDMAN SACHS"), THE COMPANY HAS, AMONG OTHER
THINGS, OFFERED GOLDMAN SACHS THE RIGHT TO ACT AS THE SOLE PLACEMENT AGENT, SOLE
PURCHASER OR SOLE UNDERWRITER IN CONNECTION WITH THE SALE OF THE PERMANENT
SECURITIES.
3.
SYNDICATION.
GSCP INTENDS AND RESERVES THE RIGHT TO SYNDICATE
THE COMMITMENTS AND/OR THE BRIDGE LOANS TO OTHER LENDERS.
GSCP WILL SELECT THE
LENDERS AFTER CONSULTATION WITH
2
THE COMPANY.
GSCP WILL LEAD THE SYNDICATION, INCLUDING DETERMINING THE TIMING
OF ALL OFFERS TO POTENTIAL LENDERS AND THE ACCEPTANCE OF COMMITMENTS, ANY TITLE
OF AGENT OR SIMILAR DESIGNATIONS OR ROLES AWARDED TO LENDERS, THE AMOUNTS
OFFERED AND THE COMPENSATION PROVIDED TO EACH LENDER FROM THE AMOUNTS TO BE PAID
TO GSCP PURSUANT TO THE TERMS OF THIS COMMITMENT LETTER AND THE FEE LETTER.
GSCP WILL DETERMINE THE FINAL COMMITMENT ALLOCATIONS AND WILL NOTIFY THE COMPANY
OF SUCH DETERMINATIONS.
THE COMPANY AGREES TO USE ALL COMMERCIALLY REASONABLE
EFFORTS TO ENSURE THAT GSCP'S SYNDICATION EFFORTS BENEFIT FROM THE EXISTING
LENDING RELATIONSHIPS OF THE COMPANY.
TO FACILITATE AN ORDERLY AND SUCCESSFUL
SYNDICATION OF THE BRIDGE LOANS, YOU AGREE THAT, UNTIL THE LATER OF THE
TERMINATION OF THE SYNDICATION AS DETERMINED BY GSCP AND 120 DAYS FOLLOWING THE
DATE OF INITIAL FUNDING UNDER THE BRIDGE LOANS (THE "CLOSING DATE"), THE COMPANY
WILL NOT, AND WILL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE ACQUIRED
BUSINESS TO AGREE THAT IT WILL NOT, SYNDICATE OR ISSUE, ATTEMPT TO SYNDICATE OR
ISSUE, ANNOUNCE OR AUTHORIZE THE ANNOUNCEMENT OF THE SYNDICATION OR ISSUANCE OF,
OR ENGAGE IN DISCUSSIONS CONCERNING THE SYNDICATION OR ISSUANCE OF, ANY DEBT
FACILITY OR DEBT OR PREFERRED EQUITY SECURITY OF THE COMPANY OR ANY OF ITS
AFFILIATES (OTHER THAN THE BRIDGE LOANS AND OTHER INDEBTEDNESS CONTEMPLATED
HEREBY), INCLUDING ANY RENEWALS OR REFINANCINGS OF ANY EXISTING DEBT FACILITY OR
DEBT OR PREFERRED EQUITY SECURITY, WITHOUT THE PRIOR WRITTEN CONSENT OF GSCP.
4.
COOPERATION.
THE COMPANY AGREES TO COOPERATE WITH GSCP, AND TO
USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE ACQUIRED BUSINESS TO COOPERATE
WITH GSCP, IN CONNECTION WITH (I) THE PREPARATION OF AN INFORMATION PACKAGE
REGARDING THE BUSINESS, OPERATIONS, FINANCIAL PROJECTIONS AND PROSPECTS OF THE
COMPANY AND THE ACQUIRED BUSINESS, INCLUDING, WITHOUT LIMITATION, THE DELIVERY
OF ALL INFORMATION RELATING TO THE TRANSACTIONS CONTEMPLATED HEREUNDER PREPARED
BY OR ON BEHALF OF THE COMPANY OR THE ACQUIRED BUSINESS DEEMED REASONABLY
NECESSARY BY GSCP TO COMPLETE THE SYNDICATION OF THE COMMITMENTS AND/OR THE
BRIDGE LOANS (INCLUDING, WITHOUT LIMITATION, OBTAINING THE CREDIT RATINGS FROM
S&P AND MOODY'S DESCRIBED ABOVE) AND (II) THE PRESENTATION OF