LENDERS AND MLCC AGREE TO HOLD THEIR RESPECTIVE COMMITMENTS
AVAILABLE FOR YOU UNTIL 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 30, 2007.
THE COMMITMENTS WILL TERMINATE ON THE CLOSING DATE, AND YOU AGREE TO RELY
EXCLUSIVELY ON YOUR RIGHTS AND THE COMMITMENTS SET FORTH IN THE CREDIT
DOCUMENTATION IN RESPECT OF ALL LOANS AND EXTENSIONS OF CREDIT TO BE MADE AFTER
THE CLOSING DATE.
5.
CONFIDENTIALITY.
(A)
THIS COMMITMENT LETTER, THE FEE LETTER, AND THE ENGAGEMENT LETTER
DATED AS OF THE DATE HEREOF AMONG YOU AND THE ARRANGERS (THE "ENGAGEMENT
LETTER") AND THE TERMS AND CONDITIONS CONTAINED HEREIN AND THEREIN MAY NOT BE
DISCLOSED BY THE COMPANY TO ANY PERSON OR ENTITY (OTHER THAN (I) SUCH OF YOUR
AGENTS AND ADVISORS AS NEED TO KNOW AND AGREE TO BE BOUND BY THE PROVISIONS OF
THIS PARAGRAPH, (II) OTHER THAN WITH RESPECT TO THE FEE LETTER, DISCLOSURES MADE
AS PART OF THE OFFER TO PURCHASE AND RELATED SCHEDULE TO OR (III) AS OTHERWISE
MAY BE REQUIRED BY LAW OR IN RESPONSE TO COMMENTS FROM THE SECURITIES AND
EXCHANGE COMMISSION OR OTHER REGULATORY AUTHORITY IN CONNECTION WITH THE OFFER
TO PURCHASE (INCLUDING WITH RESPECT TO THE FEE LETTER)) WITHOUT THE PRIOR
WRITTEN CONSENT OF THE LEHMAN LENDERS, MLCC AND THE ARRANGERS.
(B)
YOU ACKNOWLEDGE THAT EACH OF LEHMAN BROTHERS AND ITS AFFILIATES
(THE TERM "LEHMAN BROTHERS," WHEN USED IN THIS PARAGRAPH, INCLUDES ALL SUCH
AFFILIATES, INCLUDING THE LEHMAN LENDERS) AND MERRILL LYNCH AND ITS 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.
NEITHER LEHMAN BROTHERS NOR MERRILL LYNCH WILL USE CONFIDENTIAL
INFORMATION OBTAINED FROM YOU BY VIRTUE OF THE TRANSACTIONS CONTEMPLATED BY THIS
COMMITMENT LETTER OR THEIR OTHER RELATIONSHIPS WITH YOU IN CONNECTION WITH THE
PERFORMANCE BY LEHMAN BROTHERS OR MERRILL LYNCH OF SERVICES FOR OTHER COMPANIES,
AND NEITHER LEHMAN BROTHERS NOR MERRILL LYNCH WILL FURNISH ANY SUCH INFORMATION
TO OTHER COMPANIES.
YOU ALSO ACKNOWLEDGE THAT NEITHER OF LEHMAN BROTHERS OR
MERRILL LYNCH HAS ANY OBLIGATION TO USE IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS COMMITMENT LETTER, OR TO FURNISH TO YOU, CONFIDENTIAL
INFORMATION OBTAINED FROM OTHER COMPANIES.
6.
ASSIGNMENT AND SYNDICATION.
(A)
THE PARTIES HERETO AGREE THAT LEHMAN AND MERRILL LYNCH WILL HAVE
THE RIGHT TO SYNDICATE THE CREDIT FACILITY AND THE COMMITMENT TO ONE OR MORE
GROUPS OF FINANCIAL INSTITUTIONS OR OTHER INVESTORS, IDENTIFIED BY US AFTER
CONSULTATION WITH YOU, PROVIDED THAT ANY SUCH FINANCIAL INSTITUTIONS AND OTHER
INVESTORS THAT ARE NOT CURRENTLY PARTICIPATING AS LENDERS UNDER THE COMPANY'S
EXISTING REVOLVING CREDIT FACILITY SHALL BE SUBJECT TO APPROVAL BY THE COMPANY
(SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD OR DELAYED).
LEHMAN AND MERRILL
LYNCH WILL HAVE THE RIGHT TO MANAGE ALL ASPECTS OF ANY SUCH SYNDICATION IN
CONSULTATION WITH YOU, INCLUDING DECISIONS AS TO THE SELECTION OF INSTITUTIONS
TO BE APPROACHED AND WHEN THEY WILL BE APPROACHED, THE ACCEPTANCE OF
COMMITMENTS, THE