ARE CONSUMMATED OR ANY EXTENSIONS OF CREDIT ARE MADE
UNDER THE FACILITIES OR THIS AMENDED AND RESTATED COMMITMENT LETTER IS
TERMINATED OR EXPIRES; PROVIDED THAT SUCH PAYMENT OR REIMBURSEMENT OBLIGATION
WITH RESPECT TO LEGAL COUNSEL SHALL INCLUDE ONLY THE REASONABLE FEES AND
EXPENSES OF CAHILL GORDON & REINDEL LLP.
8.
CONFIDENTIALITY.
THIS AMENDED AND RESTATED COMMITMENT LETTER,
THE TERM SHEETS, THE CONTENTS OF ANY OF THE FOREGOING AND THE INITIAL LENDERS'
AND/OR THEIR AFFILIATES' ACTIVITIES PURSUANT HERETO OR THERETO ARE CONFIDENTIAL
AND SHALL NOT BE DISCLOSED BY OR ON BEHALF OF YOU OR ANY OF YOUR SUBSIDIARIES TO
ANY PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF THE INITIAL LENDERS, EXCEPT THAT
YOU MAY (I) DISCLOSE THIS AMENDED AND RESTATED COMMITMENT LETTER, THE SECOND
STEP FEE LETTER AND THE TERM SHEETS TO YOUR OFFICERS, DIRECTORS, EMPLOYEES AND
ADVISORS, AND THEN ONLY IN CONNECTION WITH THE SECOND STEP TRANSACTIONS AND ON A
CONFIDENTIAL NEED-TO-KNOW BASIS, (II) FILE A COPY OF ANY PORTION OF THIS AMENDED
AND RESTATED COMMITMENT LETTER (BUT NOT THE SECOND STEP FEE LETTER) AND THE TERM
SHEETS IN ANY PUBLIC RECORD IN WHICH IT IS REQUIRED BY LAW TO BE FILED AND
(III) MAKE ANY OTHER DISCLOSURE AS YOU ARE REQUIRED TO MAKE BY APPLICABLE LAW OR
COMPULSORY LEGAL PROCESS (BASED ON THE ADVICE OF LEGAL COUNSEL); PROVIDED,
HOWEVER, THAT IN THE EVENT OF ANY SUCH COMPULSORY LEGAL PROCESS YOU AGREE, TO
THE EXTENT PERMITTED BY APPLICABLE LAW, TO GIVE THE LEAD ARRANGERS PROMPT NOTICE
THEREOF AND TO COOPERATE, AT THE LEAD ARRANGERS' EXPENSE, WITH THE INITIAL
LENDERS IN SECURING A PROTECTIVE ORDER IN THE EVENT OF COMPULSORY DISCLOSURE.
THE FOREGOING RESTRICTIONS SHALL CEASE TO APPLY WITH RESPECT TO THIS AMENDED AND
RESTATED COMMITMENT LETTER, THE TERM SHEETS AND THE CONTENTS THEREOF ONCE THIS
AMENDED AND RESTATED COMMITMENT LETTER HAS BEEN ACCEPTED BY YOU.
YOU AGREE THAT
YOU WILL USE COMMERCIALLY REASONABLE EFFORTS TO PERMIT THE INITIAL LENDERS TO
REVIEW AND APPROVE ANY REFERENCE TO ANY OF THE INITIAL LENDERS OR ANY OF THEIR
AFFILIATES IN CONNECTION WITH THE SECOND STEP FACILITIES OR THE
8
TRANSACTIONS CONTEMPLATED HEREBY CONTAINED IN ANY PRESS RELEASE OR SIMILAR
PUBLIC DISCLOSURE PRIOR TO PUBLIC RELEASE.
SUBJECT TO THE TERMS OF THE NEXT
SUCCEEDING PARAGRAPH, YOU AGREE THAT THE INITIAL LENDERS AND THEIR AFFILIATES
MAY SHARE INFORMATION CONCERNING YOU AND YOUR SUBSIDIARIES AND AFFILIATES AMONG
THEMSELVES SOLELY IN CONNECTION WITH THE PERFORMANCE OF THEIR SERVICES HEREUNDER
AND THE EVALUATION AND CONSUMMATION OF FINANCINGS AND TRANSACTIONS CONTEMPLATED
HEREBY.
YOU ALSO ACKNOWLEDGE THAT THE INITIAL LENDERS OR THEIR AFFILIATES MAY
BE PROVIDING DEBT FINANCING, EQUITY CAPITAL OR OTHER SERVICES (INCLUDING
FINANCIAL ADVISORY SERVICES) TO PARTIES WHOSE INTERESTS MAY CONFLICT WITH
YOURS.
THE INITIAL LENDERS AGREE THAT THEY WILL NOT FURNISH CONFIDENTIAL
INFORMATION OBTAINED FROM YOU TO ANY OF THEIR OTHER CUSTOMERS AND THAT THEY WILL
TREAT CONFIDENTIAL INFORMATION RELATING TO YOU AND YOUR AFFILIATES WITH THE SAME
DEGREE OF CARE AS THEY TREAT THEIR OWN CONFIDENTIAL INFORMATION.
THE INITIAL
LENDERS FURTHER ADVISE YOU THAT THEY