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 SHEET, 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
7
LENDERS, EXCEPT THAT YOU MAY (I) DISCLOSE THIS AMENDED AND RESTATED COMMITMENT
LETTER, THE FIRST STEP FEE LETTER AND THE TERM SHEET TO HOLDCO AND YOUR AND
HOLDCO'S RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND ADVISORS, AND THEN ONLY
IN CONNECTION WITH THE FIRST 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 FIRST STEP FEE LETTER) AND THE TERM SHEET 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 SHEET 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 SENIOR SECURED CREDIT FACILITIES OR THE
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 FIRST STEP 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 AND THEIR AFFILIATES WILL NOT MAKE
AVAILABLE